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Item D7 D.7 G BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting October 16, 2019 Agenda Item Number: D.7 Agenda Item Summary #6165 BULK ITEM: No DEPARTMENT: Local Disaster Recovery TIME APPROXIMATE: STAFF CONTACT: Juanita Jones (305) 289-2560 NA AGENDA ITEM WORDING: Approval of the First Amendment to Ground Lease between the Monroe County BOCC and the Monroe County Housing Authority eliminating the County-owned land in Key Largo on Atlantic Boulevard originally planned for five 3 bedroom/3 bath units, but maintaining other land for development of 20 affordable housing units at sites currently owned or under contract for purchase, including Howard's Haven Trailer Park at 31535 Avenue C, Big Pine Key, Conch Key Trailer Park at 31 S. Conch Avenue and 2 N. Conch Avenue, Conch Key, required under the terms of the competitive Request for Application issued by the Florida Housing Finance Corporation (FHFC) for land acquisition and new construction of affordable workforce rental housing utilizing Community Development Block Grant - Disaster Recovery (CDBG-DR) funding. ITEM BACKGROUND: Hurricane Irma, a Category 4 hurricane when it made landfall in the Florida Keys on September 10, 2017, caused the destruction of or major damage to over 4,000 homes. Many of these structures housed the local workforce prior to the storm, exacerbating the Florida Keys' affordable workforce housing crisis. Congress appropriated $616 million for the State of Florida in the aftermath of Hurricane Irma. The Department of Economic Opportunity ("DEO") developed a Community Development Block Grant - Disaster Recovery ("CDBG-DR") Action Plan and set aside $95 million for the Florida Keys for various programs. Of the $95 million, $10 million has been set aside for land acquisition and $25 million has been set aside for new construction of workforce rental housing for low to moderate- income households earning up to 80% of Area Medium Income (AMI), with a requirement that a small percentage of the units be set aside for Extremely Low Income (ELI). The County and Monroe County Housing Authority were awarded funds for the following sites for acquisition and/or development for workforce housing: • The Howard's Haven site; • The Conch Key site; and • The BOCC's land on Atlantic Boulevard in Key Largo. Packet Pg. 1242 D.7 At the Monroe County Board of County Commissioners' ("BOCC" or "Board") regular September 18, 2019 meeting, the Board made comments in response to a Sounding Board item that it would like staff to investigate what it would take to remove the vacant BOCC-owned Key Largo property on Atlantic Boulevard from the County's grant application on the basis that it may be designated as future space for the Key Largo Community Park located across the street. This lease amendment removes the BOCC's Key Largo parcel from the Ground Lease. Based on this lease amendment, the Monroe County Housing Authority will be the qualified developer of the Howard's Haven and Conch Key properties/sites, and will use that land for affordable housing development and property management of 20 units using the CDBG-DR funding, if awarded. Relocation assistance may be needed for tenants of existing residents on site. This lease amendment has been drafted to meet the requirements of the RFA and staff has included flexibility in the lease's language so that staff may administratively amend the lease to adjust the legal descriptions of each Lower Keys parcel identified in the lease and may finalize any of the lease's wording to ensure compliance with the requirements of the RFA. This is why we are seeking the ability of the County Administrator to adjust the lease in these minor ways, to meet any unanticipated requirements of the RFA. PREVIOUS RELEVANT BOCC ACTION: N/A CONTRACT/AGREEMENT CHANGES: NA STAFF RECOMMENDATION: Approval. DOCUMENTATION: stateofflactionplanfordr 07/17/2019 Agreement complete-rfa-2019-1 01-reflecting-7-19-19-modification---clean First Amended Ground Lease between MC BOCC and MC Housing Authority FINANCIAL IMPACT: Effective Date: Upon approval and execution by both parties. Expiration Date: 99 years from effective date. Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Yes Source of Funds: 50500-530340 CPI: Packet Pg. 1243 D.7 Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: $ County Match: $ Insurance Required: Additional Details: REVIEWED BY: Helene Wetherington Completed 09/30/2019 4:25 PM Assistant County Administrator Christine Hurley Completed 10/01/2019 10:13 AM Peter Morris Completed 10/01/2019 10:59 AM Budget and Finance Completed 10/01/2019 11:11 AM Maria Slavik Completed 10/01/2019 11:37 AM Kathy Peters Completed 10/01/2019 12:48 PM Board of County Commissioners Pending 10/16/2019 9:00 AM Packet Pg. 1244 403 GouRr, Kevin Madok, cPA O: P •'O �...• Clerk of the Circuit Court& Comptroller—Monroe County, Florida ROc O W DATE: July 25, 2019 TO: Cheryl Cioffari, Acting Senior Director Planning&Environmental Resources ATTN: Juanita Jones Housing Recovery Administrator FROM: Pamela Hancock, D.6� aU) SUBJECT: July 17th BOCC Meeting Attached is an electronic copies of die following items for your handling: t� D4 Ground Lease between the Monroe County BOCC and the Monroe County Housing Authority for development of 25 affordable housing units at sites currently owned or under contract for purchase, including Howard's Haven Trailer Park at 31535 Avenue C, Big Pine Key; Conch Key Trailer Park at 31 S. Conch Avenue and 2 N. Conch Avenue, Conch Key; 0 and a Key Largo site on Atlantic Boulevard, required under the terms of the competitive Request for Application issued by the Florida Housing Finance Corporation (FHFC) for land acquisition and new construction of affordable workforce rental housing utilizing Community Development Block Grant-Disaster Recovery funding and approval for County Administrator or his designee to finalize wording of lease to meet FHFC Request for Applications (RFA) requirements because of RFA response deadline and the expected issuance date of the final RFA. a� Should you have any questions, please feel free to contact me at(305) 292-3550. 0 cm Cc: Land Authority w/certified copy County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-8 packet Pg. 1245 ... - D.7.b LEASE BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA "LESSOR" 0 ANDa 0 THE MONROE COUNTY HOUSING AUTHORITY "LESSEE" 0 FOR PROPERTY LOCATED ON BIG PINE KEY, CONCH KEY, AND KEY LARGO, MONROE COUNTY, FLORIDA 0 c� DATED July 17 , 2019 0 r_ 0 0 0 U) m 0 a 2 04 Page 1 of 49 Packet Pg. 1246 D.7.b Table of Contents Article .Title _. Page No. I Definitions 4 II Demised Premises 7 III Term 7 IV Rent 8 E V Non-Subordination 9 0 VI Payment of Taxes and Utilities 9 0 VII Mechanics' Liens 11 0 VIII Governing Law, Cumulative Remedies 13 IX Indemnification of Lessor 13 X Insurance 14 XI Insurance Premiums 18 XII Assignment/Transfer 19 a XIII Condemnation 20 0 XIV Construction 21 XV Mortgage Financing 24 XVI Default 27 XVII Repair Obligations 29 cm XVIII Additional Covenants of Lessee/Lessor 30 XIX Representations,Warranties of Title and Quiet Enjoyment and No Unlawful or Immoral Purpose or Use 32 XX Miscellaneous 32 Page 2 of 49 Packet Pg. 1247 D.7.b OCCUPANCY AGREEMENT AND.GROUND LEASE THIS Agreement and Lease made and entered into on this day of 2019 by and between the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA (referred to as the "Lessor" or "Owner", or "County" or "Monroe County"), a political subdivision of the State of Florida organized and existing under the laws of the State of Florida, and THE MONROE COUNTY HOUSING AUTHORITY (referred to as the "Lessee" or "Initial Lessee", or "Contractor" or "Occupant"),a public body,corporate and politic, created and organized pursuant to and in accordance with the provisions of Housing Authorities Law,codified pursuant to Chapter 421, Florida Statutes. RECITALS 0 WHEREAS, Lessor is the owner in fee simple of that certain property located at what is now known as 31 S. Conch Avenue, Conch Key (bearing Property Identification Number 00385780-00040o) and located on Atlantic Boulevard, Key Largo (bearing Property Identification Number 00453440-0011oo), and is the owner of an option to hold land in fee simple located at what is now known as 31535 Avenue C, Big Pine Key(bearing Property Identification Number 00302676-000000 and 0030268o-000000),and located at 2 N. Conch Avenue, Conch Key (bearing Property Identification Number 0038578o- 000000),Monroe County,Florida,said four properties(hereinafter cumulatively referred to as the"Property")being more particularly legally described as per the attached incorporated Exhibit "A."; and WHEREAS, Lessee desires to develop the Property for rental use of 25 affordable workforce housing units pursuant to the FHFC RFA 2019-101 CDBG-DR in Monroe County for qualified tenant occupants; and 2 WHEREAS, Lessee desires to use the Property for rental use of 25 future housing units for qualified tenant occupants as workforce housing (as defined in the above- referenced FHFC RFA 2019-1o1); and WHEREAS, in order to preserve the affordability of the dwelling unit(s) to be developed, used, and occupied on the Property, Lessor desires to lease the Property to Lessee for ninety-nine(99)years,subject to the FHFC CDBG-DR program Restrictions as set forth and further defined herein; and WHEREAS,the Lessor and Lessee agree that the Lessee shall develop the Property cm in accordance with all requirements of the Community Development Block Grant-Disaster Recovery("CDBG- DR') Program; and WHEREAS, Lessor and Lessee desire and hereby enter into this 99-year lease to E ensure and preserve affordability in perpetuity of the Property and all dwelling units thereon; and WHEREAS,Lessor and Lessee mutually agree to the Property Management process Page 3 of 49 Packet Pg. 1248 D.7.b and guidelines as set forth more fully below and attached incorporated Exhibit"B."to the extent allowed by the Florida Department of Economic Opportunity and Florida Housing Finance"Corporation; NOW THEREFORE, in consideration of the mutual covenants and obligations contained herein,the receipt and sufficiency of which are hereby acknowledged,the parties agree as follows: 0 The foregoing recitals are true and correct and are hereby incorporated as if fully stated herein, and all exhibits attached hereto are true and correct, have been agreed to by Lessor and Lessee, and are hereby incorporated as if fully stated herein. ARTICLE I a� Definitions "FHFC"shall mean the "Florida Housing Finance Corporation." c� "CDBG-DR" shall mean the Florida Department of Economic Opportunity's "Community Development Block Grant-Disaster Recovery" initiative/program. "Workforce Housing Restriction" shall mean a dwelling unit whose monthly rent meets the requirements of the State and Federal Government requirements of the grants awarded;or,upon the parties'mutual written agreement,"Workforce Housing Restriction" may alternatively mean a dwelling unit whose occupancy is subject to a maximum income limit as allowed by the FHFC and/or the U.S. Department of Housing and Urban Development (HUD). Tourist housing use or vacation rental use of any Unit(s) are prohibited. Said restriction shall encumber the Property for the term of the ninety-nine(99) year lease. Preference shall be granted to qualified full-time employees of Lessor, and to qualified full-time employees of Lessee. The legal effectiveness and enforceability of such preference is contingent upon approval of the Florida Department of Economic Opportunity, Florida Housing Finance Corporation, and United States Department of Housing and Urban Development. Moreover, Lessor may establish in the foregoing Workforce Housing Restriction(s) E "means"or"assets"criteria that limit potential rental pools,as allowed by the FHFC and/or the HUD. Any such amendment shall not increase Initial Lessee's responsibilities as set forth herein. It is the intent and purpose and shall be the effect of this Lease and the Workforce Housing Restriction(s) herein, to ensure that the workforce housing units' cm affordability of the dwelling unit and dedicated real property upon which they are located is maintained and enforced such that any administrative rule, policy, or interpretation thereof, made by Lessor or its designees relating to the maximum total amount of consideration and cost permitted to be in any way involved in a purchase transaction E (including, but not limited to, purchase price, lease assignment fees, rents, or any other compensation given or received in or"outside"of a related transaction)shall never exceed the workforce housing criteria established by FHFC for the dwelling unit involved.In every case,the construction and interpretation of terms,conditions,and restrictions imposed by Page 4 of 49 Packet Pg. 1249 D.7.b this Lease and the foregoing Workforce Housing Restriction(s) shall be made in favor of ensuring that long-term workforce housing benefits for the respective housing resources inure to the benefit of Monroe County. "Workforce Housing Unit"means the dwelling unit to be located on the Property in accordance and in compliance with this Lease, including the Workforce Housing Restriction. Preference shall be granted to qualified full-time employees of Lessor and/or 0 Lessee. The legal effectiveness and enforceability of such preference is contingent upon approval of the Florida Department of Economic Opportunity, Florida Housing Finance Corporation, and United States Department of Housing and Urban Development. The parties each agree that 25 such units, all subject to the above-defined Workforce Housing Restriction, shall be developed on the Property. , a� "Commencement Date"shall mean the date when Initial Lessee receives a Certificate of Occupancy for the Workforce Housing Unit. "Demised Premises" shall mean the property leased pursuant to this Lease for development of the Workforce Housing Unit(s), more particularly legally described on attached Exhibit"A."Lessee and Lessor agree that,with respect to the Key Largo(Atlantic Boulevard)portion of the Demised Premises,no more than one-half of the land area legally described for that parcel shall be subj ect to this lease, and that Lessor shall retain the right to more specifically delineate a lesser or greater area of that parcel(s)to be leased to Lessee by a later amendment to this lease. Demised Premises,where the context requires and the construction is most appropriate,shall also mean portions of the Demised Premises and any improvements developed thereon. 0 "Effective Date"shall mean the date this Lease is fully executed and delivered by all parties and the date that the Lessee shall be entitled to begin to occupy the Demised Premises for purposes of development and construction of the Project and property management. 0 "Initial Lessee" means the Monroe County Housing Authority. "Lease" shall mean this lease for the creation of the Workforce Housing Unit(s) on the Demised Premises,as may be amended from time to time by the parties.It is expressly E contemplated and intended by Lessor, as fee title holder to the Demised Premises, and agreed to and accepted by Lessee(s), that any limitations, restrictions and/or other covenants of any nature, whether established pursuant to this Lease or by the Workforce Housing Restriction(s),be given the full force and effect of enforceable covenants running cm with the land,equitable servitudes and all other cognizable legal and equitable real property conventions so as to ensure the overall public workforce housing purposes intended to be served, including appropriate application of cumulative enforcement theories. "Lease Year" shall mean the twelve (12) month period beginning on the Commencement Date and each twelve(12)month period thereafter throughout the Term of this Lease. Page 5 of 49 Packet Pg. 1250 D.7.b "Lessor"means the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, or its assigns or designees. Where the context requires, "Lessor" may be construed mean an agency or party designated by the Lessor. "Lessee" means the Initial Lessee and its successors and assigns, including any Lessor-authorized Association(s) created by Initial Lessee for the Unit tenants, if any, as well as the individual Unit tenants. "Project" shall mean the required development of the Demised Premises for workforce housing units for qualified tenant occupants,primarily the required construction of such units as set forth in Article XIV,but also including related infrastructure,securing of required development approvals and permits, financing for the construction of the Workforce Housing Unit(s), and marketing of the Workforce Housing Unit(s). E "Related Agreements"shall mean any purchase and sale or other agreement entered into with Monroe County contemporaneously and in conjunction with this Lease. "Rent" shall mean any sum of money due to the Lessor under this Lease for any reason.The term"Rent"as used herein,shall not be misconstrued as authorizing any rental use other than that descriptively authorized within the body of this lease, and shall not be misconstrued to preclude definition and distinguishing of rent,rental rates,and other such terms as may be provided for in Subleases. "Sublease" shall mean any combination of instruments that grant, convey or otherwise transfer a possessory use and/or possessory interest to any portion of the Demised Premises,including,upon Lessor's subsequent express authorization of rental use and rental-occupancy of the Workforce Housing Unit(s), such authorize(d) rental agreement(s)with tenants or renters of a Workforce Housing Unit(s) (which may be more particularly discussed herein or in the Workforce Housing Restriction(s).The title or exact nomenclature used to describe such instruments may vary to suit particular circumstances and shall lie within Initial Lessee's reasonable discretion and still remain within the meaning herein intended. It is intended that the term Sublease encompasses such instruments that effectuate qualified end-user, possession, and/or use of Workforce Housing Unit developed on the Demised Premises. "Sublessee" or shall be broadly and liberally construed so as to mean an individual Workforce Housing Unit tenant who, as of the date such person acquires or renews his/her interest in the Workforce Housing Unit,and qualifies,as applicable,under the Workforce Housing Restriction. cm "Term" shall mean the Commencement Date, and continuing for ninety-nine (99) years thereafter, plus any agreed upon extension of this Lease, and unless otherwise permitted by Lessor, all Subleases and rights or interests granted thereunder shall 0 terminate at the end of the Term. Z Page 6 of 49 Packet Pg. 1251 D.7.b ARTICLE II Demised Premises. Section.2 of Lessor's Demise.Upon the terms and conditions hereinafter set forth, and in consideration of the payment of the Rents and the prompt and full performance by the Initial Lessee of these covenants and the terms and conditions of any Related 0 Agreements,to be kept and performed by the Initial Lessee,the Lessor does lease,let,and demise to the Initial Lessee (and permitted successor Lessees) and the "Initial Lessee" hereby leases from the Lessor,the following described premises,situate,lying and being in Monroe County, Florida: See attached Exhibit "A." Lessee and Lessor agree that, with respect to the Key Largo (Atlantic Boulevard) portion of the Demised Premises, no more than one-half of the land area legally described for that parcel shall be subject to this lease, and that Lessor shall retain the right to more specifically delineate a lesser or greater area of a parcel to be leased to Lessee by a later amendment to this lease. Section 2.02 Conditions. The demise is likewise made subject to the following: 0 0 a) Conditions, restrictions and limitations, if any, now appearing of record; 0 bN The Monroe County Comprehensive Plan,the Monroe County Code of Ordinances and Monroe County Land Development Code, and any other applicable governmental body now existing or which may hereafter exist by reason of any legal authority during the Term of this Lease; and 0 (c) The proper performance by the Lessee of all of the terms and conditions contained in this Lease, the Workforce Housing Restriction(s) and Related Agreements, if any. ARTICLE III Term Section 3.oi.Term.To have and to hold the Demised Premises for a term of ninety- E nine (99) years commencing on the Commencement Date, and ending ninety-nine (99) years thereafter,both dates inclusive,unless sooner terminated,or extended,as hereinafter provided(the"Termination Date"). Lessee shall be given possession on the Effective Date and the terms and conditions set forth herein shall be binding on the parties as of the .cm - Effective Date. Lessee shall have the right to occupy the Demised Premises as of the Effective Date in order to allow Lessee to commence construction,as well as other activities related to the development and construction of the Project.As herein set forth, the Term will not commence until the Workforce Housing Unit(s)is/are completed and a Certificate of Occupancy has been issued for said unit(s). Section 3 02 Renewal O: ti'. So long as Lessee is not then in default under this Lease, Lessee shall have the option to renew this Lease for an additional ninety-nine Page 7 of 49 Packet Pg. 1252 (99)year period by providing written notice of its election to renew this Lease to Lessor no less than three (3) months prior to Termination Date. The terms, conditions, and conditions of the renewal term shall be the same as under this Lease. ARTICLE IV Rent Section. 4Ui Annual $ase-Rent-. Lessee covenants and agrees to pay to Lessor promptly when due, out notice or demand, and without deduction or offset,Annual Base Rent throughout the Term of this Lease beginning on the Commencement Date,in the amount of Ten Dollars ($1o.00) per Lease Year or partial Lease Year. Lessee shall pay to < Landlord said Annual Base Rent upon Commencement of the lease and on the first day of the second month of each Lease Year throughout the term of this Lease. 0 Section 4.02. All amounts payable under Section 4.ol hereof, as well as all other amounts payable by Lessee to Lessor under the terms of this Lease, shall be payable in lawful money of the United States which shall be legal tender in payment of all debts and dues,public and private, at the time of payment, each payment to be paid to Lessor at the address set forth herein or at such other place within the continental limits of the United States as Lessor shall from time to time designate by notice to Lessee. Except for any income tax payable by the Lessor, Lessee shall pay any and all taxes, including any local surcharge or other tax, on the Rent payable pursuant to this Lease in addition to the sums otherwise set forth herein. Section 4.03.It is intended that the Rent shall be absolutely net to Lessor throughout the Term,free of any taxes,costs,utilities,insurance expenses,liabilities,charges or other deductions whatsoever, with respect to the Demised Premises and/or the ownership, leasing, operation, maintenance, repair, rebuilding, use or occupation thereof. Section 4.04.All amounts payable by Lessee to Lessor under any of the provisions of this Lease, if not paid when due as provided for in this Lease, shall bear interest at the highest rate allowable under Florida law from the time they become due until paid in full by Lessee. In addition, Lessee shall pay a late fee in the amount of ten (io%) percent of any amount due from Lessee to Lessor which is not paid within ten (1o) days of the payment due date for any sums due for Rent and within thirty(3o)days for any other sums due from Lessee pursuant to this Lease; provided, however, such payment shall not excuse or cure , any default by Lessee under this Lease. It is agreed by the parties hereto that Lessee shall reimburse Lessor for collection charges incurred as a result of the overdue Rent which may include but shall not be limited to related attorneys' fees, regardless of whether suit is cm brought. Such late fee shall be in addition to any interest payable by Lessee as set forth herein from Lessee's failure to pay any Rent due hereunder. In the event that any check, bank draft, order for payment or negotiable instrument given to Lessor for any payment under this Lease shall be dishonored for any reason whatsoever not attributable to Lessor, Lessor shall be entitled to charge Lessee an administrative charge for dishonored checks pursuant to law. In addition,Lessor shall be reimbursed by Lessee for any costs incurred by Lessor as a result of a payment instrument being dishonored(e.g.,legal fees). Page 8 of 49 Packet Pg. 1253 D.7.b ARTICLE V Non-Subordination .Section Non-Subordination. Notwithstanding anything to the contrary contained in this Lease, the fee simple interest in the Demised Premises shall not be subordinated to any leasehold mortgage,lien or encumbrance of any nature without written e permission of the Lessor and Lessee. Furthermore,the Lessor's right to receive payment or performance under the terms of this Lease or adherence to any of its conditions or to the Workforce Restriction(s)(or performance under or adherence to the terms of any Sublease or related instrument)shall not be subordinated to any debt or equity financing,leasehold mortgage,lien,encumbrance or obligation of any nature without written permission of the Lessor and Lessee. 0 ARTICLE VI Payment of-Taxes.and Utilities, Section 6.01 Lessee's Obligations. From the Effective Date to the Commencement Date and as additional Rent during the Term of the Lease, the Lessee shall pay and discharge, as they become due, promptly and before delinquency, all taxes, assessments, water and sewer rents, rates and charges,transit taxes,charges for public utilities,excises, levies, licenses and permit fees and other governmental charges (annual easement fee), general and special,ordinary and extraordinary,unforeseen and foreseen,of any kind and nature whatsoever,which at any time during the Term of this Lease may be assessed,levied, confirmed, imposed upon, or grow or become due and payable out,of or in respect of, or become a lien on,the Demised Premises,or otherwise arise out of the revenues received by the Lessee from the sale or rental of the Workforce Housing Units to Sublessees, or be associated with any document (to which the Lessee is a party) creating or transferring an interest or estate in the Demised Premises.With regard to special assessments,if the right is given to pay either in one sum or in installments, Lessee may elect either mode of payment and Lessee's election shall be binding on Lessor. The Lessor shall establish an operating deficit reserve account that shall be funded by 20%of the annual cash flow of the project,as determined by the annual audit.All payments E required for operational expenses shall be made from the project operating account for the CDBG-DR project. If at any time the remaining balance of said account is or will be insufficient to meet the payables due, the Lessee shall use the operating deficit reserve account to cover all expenditures.At such future time as the project operating account has CM surplus cash flow,the project operating deficit reserve account shall be replenished in the exact amount it was reduced to cover the withdrawals made from this account. Section 6.02 Obligatfiions.Altered. Nothing herein shall require the Lessee to pay E municipal, state, or federal income taxes assessed against the Lessor, municipal, state, or federal capital levy, estate, gift, succession, inheritance or transfer taxes of the Lessor, or Lessor's legal representative,corporate franchise taxes imposed upon any corporate owner of the fee of the Demised Premises;provided,however,that if at anytime during the term of Page 9 of 49 1Packet Pg. 1254 D.7.b this Lease the methods of taxation prevailing at the commencement of the term hereof shall be altered so as to cause the whole or any part of the taxes,assessments,levies,impositions or charges now levied, assessed and imposed, wholly or partially as a capital levy, or otherwise, on the rents received therefrom, or of any tax, corporation franchise tax, assessments, levy (including, but not limited to any municipal, state or federal levy), imposition or charge,or any part thereof,shall be measured by or based in whole or in part upon the Demised Premises and shall be imposed upon the Lessor, then all such taxes, assessments,levies,impositions or charges,or the part thereof so measured or based,shall be paid and discharged by the Lessee. All rebates on account of any taxes, rates, levies, charges or assessments required to be paid shall belong to Lessee. Sectroi °6 0a',Mode.of Payment. The Lessee (and any Sublessee, as to their specific interests in the Demised Premises)shall pay the taxes and other charges as enumerated in this Article VI and shall deliver official receipts evidencing such payment to the Lessor (Sublessees shall only deliver receipts as may be required by the Housing Restriction(s)), which payment of taxes shall be made and the receipts delivered, at least thirty(3o) days before the tax, itself, would become delinquent in accordance with the law then in force governing the payment of such tax or taxes. If, however, the Lessee desires to contest the validity of any tax or tax claim, the Lessee may do so without being in default hereunder, provided the Lessee gives the Lessor notice of the Lessee's intention to do so and furnishes the Lessor or the applicable governmental agency with a bond with a surety made by a surety company qualified to do business in the State of Florida or pays cash to a recognized escrow agent in Monroe County,one and one half(11/2)times the amount of the tax item or items intended to be contested, conditioned to pay such tax or tax items when the validity thereof shall have been determined,and which written notice and bond or equivalent cash shall be given by the Lessee to the Lessor,not later than sixty(6o)days before the tax item or items proposed to be contested would otherwise become delinquent. 2 Section 6'04 Lessee's Default:If the Lessee shall fail,refuse or neglect to make any of the payments required in this Article,then the Lessor may,but shall not be required to,pay the same and the amount or amounts of money so paid,including reasonable attorneys'fees and expenses which might be reasonably incurred because of or in connection with such payments, together with interest on all such amounts, at the highest rate allowed by law shall be repaid by the Lessee to the Lessor,upon the demand of the Lessor,and the payment thereof may be collected or enforced by the Lessor in the same manner as though such E amount were an installment of Rent specifically required by the terms of this Lease to be paid by the Lessee to the Lessor,upon the day when the Lessor demands repayment thereof or reimbursement therefor of and from the Lessee; but the election of the Lessor to pay such taxes shall not waive the default thus committed by the Lessee. Notwithstanding the cm foregoing, Lessee shall have the right to contest any taxes and assessments levied against Lessee in accordance with Section 6.04, above; and provided Lessee files the appropriate documentation to contest said tax or assessment,Lessee shall not be in default of this Lease or obligated to pay any interest or other penalties to Lessor. Nothing herein shall be construed to prevent or inhibit the assessment measures and collection remedies lawfully available to any taxing authority. _ Section b o5 Sublessee's Default. If a Sublessee shall fail, refuse or neglect to make Page 10 of 49 Packet Pg. 1255 D.7.b any of the payments required in this Article,then the Lessor may,but shall not be required to, pay the same, and the amount or amounts of money so paid, including reasonable attorneys' fees and expenses which might be reasonably incurred because of or in connection with such payments,together with interest on all such amounts,at the highest rate allowed by law shall be repaid by the Sublessee to the Lessor,upon the demand of the Lessor, and the payment thereof may be collected or enforced by the Lessor in the same manner as though such amount were an installment of Rent specifically required by the terms of this Lease to be paid by the Sublessee to the Lessor,upon the day when the Lessor demands repayment thereof or reimbursement therefor of and from the Sublessee;but the election of the Lessor to pay such taxes shall not waive the default thus committed by the Sublessee. Notwithstanding the foregoing, Sublessee shall have the right to contest any taxes and assessments levied against Sublessee; and provided Sublessee files the appropriate documentation to contest said tax or assessment, Sublessee shall not be in default of this Lease or obligated to pay any interest or other penalties to Lessor. Nothing herein shall be construed to prevent or inhibit the assessment measures and collection remedies lawfully available to any taxing authority. 0 Section 6.06 'Proration. The foregoing notwithstanding, the parties hereto 0 understand and agree that the taxes for the first year(beginning on the Effective Date)and the last year of the Term shall be prorated proportionately between the Lessor and the Lessee. 0 U) Section 6.,oZ Appraiser to. Respect Effect of Affordable Workforce Housing Restrictions. It is the intent of the parties that any appraisal of any portion of the Demised Premises for taxation,public assessment or utility service purposes filly reflect the effect of this Lease and the affordable Workforce Restrictions on the lawfully realizable value of relevant portion(s) appraised, or where permissible by state law, "income approach" or other method of calculation. ARTICLE VII Mechanic's Liens Seetian Zbi-No Lien. Neither the Lessee nor any Sublessee shall have the power to subject the interest of the Lessor in the Demised Premises to any mechanic's or materialmen's lien of any kind whether or not the improvements are made with the consent of the Lessor. In accordance with the applicable provisions of the Florida Mechanic's Lien Law and specifically Florida Statutes, Section 713.1o, no interest of the Lessor in the cm Demised Premises or in the underlying land shall be subject to liens for improvements made by Lessee,and Lessee shall notify any contractors,materialmen,subcontractors and other persons working on such improvements of this provision.Neither the Lessee nor any Sublessee shall permit or suffer to be filed or claimed against the interest of the Lessor in the Demised Premises during the continuance of this Lease any lien or claim of any kind, and if such lien be claimed or filed, it shall be the duty of the Lessee, or the Sublessee, to which the lien or claim is attributable, or both, within thirty(3o) days after the Lessee or Sublessee shall have been given written notice of such a claim,either by payment or by the posting of bond or by the payment to a court of competent jurisdiction of the amount Page 11 of 49 1 Packet Pg. 1256 D.7.b necessary to relieve and release the relevant portion of the Demised Premises from such claim, or in any manner which, as a matter of law,will result, within such period of thirty (3o)days,in releasing the Lessor and the title of the,Lessor from such claim;and the Lessee covenants and agrees,with respect to any lien or claim attributable to it,within such period of thirty (3o) days, so as to cause the affected portion of the Demised Premises and the Lessor's interest therein to be released from the legal effect of such claim. c� Section 7.02 Release ofl eni. Neither the Lessee nor any Sublessee shall permit or suffer to be filed or claimed against the interest of the Lessor in the Demised Premises during the continuance of this Lease any lien or claim of any kind, and if such lien be claimed or filed, it shall be the duty of the Lessee, or the Sublessee, to which the lien or claim is attributable,or both,within thirty(3o)days after the Lessee or Sublessee shall have been given written notice of such a claim having been filed,to cause the respective portion of the Demised Premises to be released from such claim, either by payment or by the posting of bond or by the payment to a court of competent jurisdiction of the amount necessary to relieve and release the relevant portion of the Demised Premises from such claim, or in any other manner which, as a matter of law,will result, within such period of thirty(3o)days,in releasing the Lessor and the title of the Lessor from such claim;and the Lessee covenants and agrees,with respect to any lien or claim attributable to it,within such period of thirty(3o) days,so as to cause the affected portion of the Demised Premises and the Lessor's interest therein to be released from the legal effect of such claim. 0 Section. o3-;Lessee's Default.If the Lessee shall fail,refuse,or neglect to perform its obligations as required in this Article,then the Lessor may,but shall not be required to,pay any sums required to cause the Demised Premises and the Lessor's interest therein to be released from the legal effect of such claim and the amount or amounts of money so paid, including reasonable attorneys' fees and expenses which might be reasonably incurred because of or in connection with such payments,together with interest on all such amounts at the highest rate allowed by law, shall be repaid by the Lessee to the Lessor, upon the demand of the Lessor, and the payment thereof may be collected or enforced by the Lessor in the same manner as though such amount were an installment of Rent specifically required by the terms of this Lease to be paid by the Lessee to the Lessor, upon the day when the Lessor demands repayment thereof or reimbursement therefor of and from the Lessee;but the election of the Lessor to pay such amount shall not waive the default thus committed by the Lessee. E Sectiton 7 04 Sublessees:Default. If the Sublessee shall fail, refuse, or neglect to perform its obligations as required in this Article, then the Lessor may, but shall not be required to,pay any sums required to cause the Demised Premises and the Lessor's interest CM therein to be released from the legal effect of such claim and the amount or amounts of money so paid, including reasonable attorneys' fees and expenses which might be reasonably incurred because of or in connection with such payments,together with interest on all such amounts at the highest rate allowed by law, shall be repaid by the Sublessee to the Lessor, upon the demand of the Lessor, and the payment thereof may be collected or enforced by the Lessor in the same manner as though such amountwere an installment of Rent specifically required by the terms of this Lease to be paid by the Sublessee to the Lessor, upon the day when the Lessor demands repayment thereof or reimbursement Page 12 of 49 Packet Pg. 1257 D.7.b therefor of and from the Sublessee;but the election of the Lessor to pay such amount shall not waive the default thus committed by the Sublessee. ARTICLE VIII Governxng;Law,Cum ulativeRemedies Secton`8 o1:.Governing Law.All of the rights and remedies of the respective parties , relating to or arising under this instrument and any related documents shall be governed by and construed under the laws of the State of Florida,and the FHFC RFA and development agreement. Section-8.02.Cumulative Remedies.All rights and remedies accruing to the Lessor shall be assignable in whole or in part and be cumulative; that is, the Lessor may pursue such rights as the law and this Lease afford to it in whatever order the Lessor desires and the law permits. Lessor's resort to any one remedy in advance of any other shall not result in waiver or compromise of any other remedy. 0 ARTICLE IX Indemnification of Lessor U) Section 9.o1 Indemnification by Lessee.During the Term of the Lease,and from the Effective Date to the Commencement Date during which Lessee shall be entitled and obligated to maintain site control of and insurance for the Demised Premises for construction of the Workforce Housing Unit(s), Lessee shall indemnify, defend, and hold and save harmless the Lessor against any and all claims, debts, demands or obligations which may be made against the Lessor or against the Lessor's title in the Demised Premises, arising out of,or in connection with,or in any way related to the Demised Premises,except for any claims,debts,demands,or obligations which may be caused by the gross negligence or willful misconduct of Lessor. If it becomes necessary for the Lessor to respond to any claim,demand or unanticipated matter or to defend any action seeking to impose any such liability not caused by the gross negligence or willful misconduct of Lessor,the Lessee will pay the Lessor all costs and reasonable attorneys' fees incurred by the Lessor in effecting and preparing for such response or defense in addition to any other reasonable sums which the Lessor may be called upon to pay by reason of the litigation,adversarial administrative , proceedings, or entry of a judgment against the Lessor in any case or matter in which such claim is asserted. cm Lessor shall not be liable to Lessee, or to Lessee's assignees or Sublessees or their employees, agents, contractors, guests, or invitees, for any death, injury, or damage to person or property in, about or relating to the Demised Premises. Lessee, on its and its assignees' and their successors in interests'behalves, including any future Sublessees, or grantees or licensees of the Initial Lessee, or any guests, invitees or tenants of any of the foregoing, hereby assumes and covenants for its own and their own acceptance of sole responsibility and liability to all persons for death, injury or damage related to or arising from the possession, ownership, occupancy and for use of any portion of the Demised Page 13 of 49 1Packet Pg. 1258 D.7.b Premises, and also, for all such future occupants, owners, Lessee, Sublessees, tenants, guests,invitees and licensees,waives and releases forever all claims,demands and causes of action against Lessor and its officers, employees, agents, successors, assigns, contractors and representatives for loss of life or injury to person or property, of whatever nature. Section`A o2'Insurance. On the Effective Date the Lessee shall cause to be written and put in full force and effect a policy or policies of insurance as noted in Article X insuring 0 the Lessee against any and all claims and demands made by any person or persons whomsoever for death, injuries or damages received in connection with the possession, operation and maintenance of the Demised Premises. All such policies shall name the Lessee and the Lessor(and any lender holding a mortgage on the fee simple or leasehold of the Demised Premises),as their respective interests may appear,as the persons insured by such policies.Any loss adjustment shall require the written consent of both the Lessor and Lessee. 0 Section 9:03 Policy LimitChanges.The policy limits for the comprehensive liability insurance may reviewed by Lessor every five (5) years and adjusted upward, if, in the reasonable discretion of Lessor such increase in coverage is prudent or if similar projects have begun to require greater insurance coverage. 0 ARTICLE X 0 .Insurance. � Section.fo.oi'Proberty insurance.From and after the Effective Date,the Lessee will keep insured any and all buildings and improvements upon the Demised Premises against all loss or damage by fire, flood and windstorm, together with "all risks" "extended coverage,"which said insurance will be maintained in an amount sufficient to prevent any party in interest from being or becoming a co-insurer on any part of the risk,which amount shall not be less than the full replacement cost value of the relevant portions of the Demised Premises, and all of such policies of insurance shall include the name of the Lessor as an additional insured and loss payee and shall fully protect both the Lessor and the Lessee as their respective interests may appear. In the event of destruction of buildings or improvements by fire, flood, windstorm or other casualty for which insurance shall be payable and as often as such insurance money shall have been paid to the Lessor and the Lessee,said sums so paid shall be deposited in a joint account of the Lessor and the Lessee in a bank mutually designated by the Lessor and Lessee and located in Monroe County,and may be made available to the Lessee for the construction or repair (including any modification to the improvements sought by the Lessee and approved in writing by the cm Lessor), as the case may be, of any building or buildings damaged or destroyed by fire, flood,windstorm or other casualty for which insurance money shall be payable and may be paid out by the Lessor and the Lessee from said joint account from time.to time on the estimate of any reliable architect licensed in the State of Florida officially overseeing of such reconstruction and repair, certifying that the amount of such estimate is being applied to the payment of the reconstruction or repair and at a reasonable cost therefor; provided, however,that the total amount of money necessary for the reconstruction or repair of any building or buildings destroyed or damaged has been provided by the Lessee.for such Page 4 of 49 Packet Pg. 1259 D.7.b purpose and its application for such purpose assured. While the Project, or any replacement thereof, is in the course of construction, and whenever appropriate while any alterations are in the course of being made,the aforesaid fire and extended coverage insurance shall be carried by Lessee in builder's risk form ca written on a completed value basis. c� In the event of the destruction or damage of the improvements located on the Demised Premises, or any part thereof, and as often as any portion of said Demised Premises shall be destroyed or damaged by fire, flood, windstorm or other casualty, the Lessee shall,within fifteen(15)months(or twenty-four(24)months fora substantially total loss) from the date of such damage or destruction, rebuild and repair the same in such manner that the buildings or improvements so rebuilt and repaired, and the personal property so replaced or repaired, shall be of the same or of a value higher than were the buildings or improvements and the personal property prior to such damage or destruction, and Lessee shall diligently prosecute the reconstruction or repairs without delay and have the same rebuilt and ready for occupancy as soon as reasonably possible after the time when the loss or destruction occurred. The 15-month period(or twenty-four(24) month period for a substantially total loss)for reconstruction shall be enlarged by delays caused without fault or neglect on the part of the Lessee,by act of God,strikes,lockouts,or other conditions (other than matters of refinancing the property) beyond the Lessee's control. Notwithstanding the foregoing, and only with respect to insurance proceeds,the provisions of any leasehold mortgage substantially comporting with customary institutional lending industry standards and the foregoing Lessor's interests shall control as to the use and disbursement of insurance funds for reconstruction of the improvements in the event of any casualty or damage to such improvements. Notwithstanding anything to the contrary in the immediately preceding paragraph, in case of destruction of all of the improvements on the Demised Premises from any cause so as to make the Workforce Housing Unit untenantable occurring during the last ten(1o) years of the Term of this Lease,Lessee,if not then in default under this Lease and if there is no encumbrance on the Lessee's interest in the Demised Premises, may elect to terminate this Lease by written notice to Lessor within thirty (30) days after the occurrence of the destruction.In the event of termination,there shall be no obligation on the part of Lessee to restore or repair the improvements on the Demised Premises,nor any right of the Lessee to receive any proceeds collected under any insurance policies covering the improvements.If , Lessee elects not to terminate this Lease in the event of destruction during the last ten(1o) years of this Lease,the proceeds of all insurance covering the improvements shall be made available to Lessee for repairs, and Lessee shall be obligated to repair as set forth above. cm Section 10.02 Commercial General Liability. Insurance. The Initial Lessee shall maintain Commercial General Liability Insurance beginning on the Effective Date and continuing during the entire Term of this Lease with minimum limits of$1,000,000 per occurrence. The Commercial General Liability Insurance shall cover those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form [ISO Form CG oo-oi] as filed for use in Florida without the attachment of restrictive endorsements other than the elimination of medical payments and Page 15 of 49 Packet Pg. 1260 D.7.b fire damage legal liability. General Aggregate $1,000,000 [For bodily injury, personal injury, and property damage] Products/Completed Operations $1,000,000 [coverage for one (1)year after project completion] 0 Each Occurrence $11000,000 a 0 Contractual Liability $1,000,000 Additional Named Insured: Lessor,or its assigns or designees, as from time to time designated by written notice to Lessee,shall be included as an additional insured and shall be named as a loss payee for Commercial General Liability. Lessee, at Lessee's expense, shall maintain the insurance required by the Lease. 0 41 Section io:,o3 Environmental Impairment Responsibility The Lessee and/or its contractors acknowledge that the performance of'this Lease is, or may be, subject to Federal, State and local laws and regulations enacted for the purpose of protecting, preserving or restoring the environment.The Lessee shall, at the sole cost of the Lessee or its contractors,be responsible for full compliance with any such laws or regulations. Section 10:04 Other Insurance. Lessee shall maintain such other insurance and in such amounts as may from time to time be reasonably required by the Lessor against other insurable hazards which at the time are commonly insured against in the case of construction of buildings and/or in the case of premises similarly situated,due regard being or to be given to the location, construction, use and occupancy. In the event the Lessee > believes the Lessor's requirement for such additional insurance is unreasonable the reasonableness of Lessor's request shall be determined by mediation according to the rules of, at Lessor's election, the Sixteenth Judicial Circuit in Monroe County, Florida. Such determination as to the requirement of coverage and the proper and reasonable limits for such insurance then to be carried shall be binding on the parties and such insurance shall be carried with the limits as thus determined until such limits shall again be changed pursuant E to the provisions of this Section.The expenses of such determination shall be borne equally by the parties. Section 100s Damages; Insurance Proceeds,. ,:Joint Bank Account., Absent cm circumstances reasonably excused under the conditions set forth in paragraph 14.03,in the case of the Lessee not entering into the reconstruction or repair of the building or buildings within a period of six (6) months from the date of payment of the loss, after damage or destruction occasioned by fire,windstorm,flood or other cause,and diligently prosecuting E the same with such dispatch as may be necessary to complete the same in as short a period of time as is reasonable under the circumstances after the occurrence of such damage or destruction, then the amount so collected, or the balance thereof remaining in the joint account, as the case may be,shall be paid to the Lessor and it will be at the Lessor's option Page 16 of 49 Packet Pg. 1261 D.7.b to terminate the Lease, unless terminated by Lessee within the last ten (1o) years of the Lease as set forth above, and retain such amount as liquidated and agreed upon damages resulting from the failure of the Lessee to promptly, within the time specified, complete such work of reconstruction and repair. Section c io o6 Proceeds PoMe to Mortgagee. If any mortgagee holding a lawful mortgage lawfully created pursuant to the provisions of Article XV elects, in accordance Ca with the terms of such mortgage,to require that the proceeds of any casualty insurance be held by and paid out by the mortgagee,then such payment may be made,but in such event, it shall still be obligatory upon the Lessee to create the complete fund with the leasehold mortgagee in the manner set forth in this Article to assure complete payment for the work of reconstruction and repair.Any mortgagee holding insurance proceeds shall require that such proceeds are properly used to ensure repairs,but any mortgagee shall not be liable for , misuse of funds by Sublessee or Lessee. 0 Section 10 07 Damages :.Insurance;Proceeds, .Joint tank Account. Any excess of money received from insurance remaining in the joint bank account after the reconstruction or repair of such building or buildings, if the Lessee is not in default, shall be paid to the 0 Lessee.Absent circumstances reasonably excused under the conditions set forth in Section 14.03,in the case of the Lessee not entering into the reconstruction or repair of the building or buildings within a period of six (6) months from the date of payment of the loss, after damage or destruction occasioned by fire,windstorm, flood or other cause, and diligently prosecuting the same with such dispatch as may be necessary to complete the same in as short a period of time as is reasonable under the circumstances after the occurrence of such damage or destruction,then the amount so collected, or the balance thereof remaining in the joint account,as the case may be,shall be paid to the Lessor and it will be at the Lessor's option to terminate the Lease,unless terminated by Lessee within the last ten(1o)years of the Lease as set forth above, and retain such amount as liquidated and agreed upon damages resulting from the failure of the Lessee to promptly, within the time specified, complete such work of reconstruction and repair. Section mob Direct.Repaym_ ent. The foregoing notwithstanding, in the event the insurance proceeds are the sum of one hundred thousand dollars ($100,000.00) or less, then such proceeds shall be paid directly to the Lessee without the necessity of creating the joint bank account, and Lessee shall use such funds to make the replacements or repairs. Lessee shall provide proof satisfactory to Lessor that repairs are completed as required E within fifteen (15)months from the date of such damage or destruction,unless said period is enlarged by delays caused without fault or neglect on the part of the Lessee. Section io.6 .General Reguireznents.All insurance to be provided by Lessee underCM this Lease shall be effected under valid and enforceable policies in such forms, issued by insurers of recognized financial responsibility qualified to do business in Florida which have been approved by Lessor.All policies of insurance provided for in this Article shall,to the extent obtainable,contain clauses or endorsements to the effect that(i)no act or negligence of Lessee or anyone acting for Lessee or for any Sublessee or occupant of the Demised Premises which might otherwise result in a forfeiture of such insurance or any part thereof shall in any way affect the validity or enforceability of such insurance insofar as Lessor,and Page 17 of 49 Packet Pg. 1262 D.7.b that (ii) such policy of insurance shall not be changed or cancelled without at least thirty (3o) days written notice to the Lessor, and that (iii) the Lessor shall not be liable for any premiums thereon or subject to any assessments thereunder. Section 1016 Subsequent Lessees, -Assi reest 'Sublessees:__.and:._;Grantees:,. Notwithstanding anything contained herein to the contrary, if applicable, in the event an authorized Association chooses not to obtain insurance coverage to protect against loss or damage by fire, flood and windstorm for the individual Workforce Housing Units and therefore does not charge the Sublessees for said coverage as part of the Association fees to be paid by,the individual Unit Owners (if this project is expressly authorized as a home- ownership project); then, in such event Sublessees Lshall secure the above-described insurance coverage for their individual Workforce Housing Units.Therefore,Lessor shall be entitled to require replacement cost and other customary and reasonable insurance coverage(s) at least but only to the full replacement value of any Sublessees' and/or any governing Association's insurable interest in the Demised. Premises. Any parties who subsequently become holders of any title or possessory interest to a portion of the Demised Premises, shall upon request provide, in a form satisfactory to Lessor,proof of customary and reasonable insurance adequate and sufficient to cover and protect all interests of the Lessor as set forth in this Article X, at least to the extent and value of that subsequent interest holder's insurable interest. The same or similar procedures for the use and application of insurance proceeds as set forth above may be required for subsequent interest holders and the same remedies available to Lessor for Initial Lessee's failure to comply with such insurance requirements shall be available to Lessor with respect to any future interest holders.Future interest holders(including all Sublessees)shall name Lessor as an additional insured and as a loss payee on any required insurance policies. Section. io.ii Additional Insured and Loss Payee. Lessor shall be named as an additional 'insured and as a loss payee on all policies issued to satisfy the above requirements of Article X. ARTICLE XI Insurance Premiums Section 11.o1 Insurance Premiums. The Lessee shall pay premiums for all of the insurance policies which the Lessee is obligated to carry under the terms of this Lease. In the event Lessee fails to obtain and pay for the necessary insurance, Lessor shall have the right,but not the obligation,without notice to Lessee,to procure such insurance and/or pay the premiums of such insurance,in which case Lessee shall repay Lessor immediately upon demand by Lessor as additional Rent.The Lessor shall have the same rights and remedies CM with respect to procurement of such insurance and/or payment of such insurance premiums in the event a future subsequent partial interest holder (e.g., Sublessee, Association (if applicable)) fails to obtain and pay for the necessary insurance. Page 18 of 49 Packet Pg. 1263 D.7.b ARTICLE XII As�si�nnient/Transfer Section x2 of Assignment by.Initial Lessee.Without the written consent of Lessor, ca Initial Lessee shall not assign or sublet any portion of the Demised Premises, or change management of the Demised Premises, except as otherwise expressly provided herein. Notwithstanding the foregoing, Lessor acknowledges and agrees that the affordable Workforce Housing Unit(s) is/are to be developed as a unit(s)for workforce housing. Any Lessor-authorized assignment or sublet, must contain the provisions for the < Workforce Housing Restriction(s), as set forth in this Lease. CD E Se6tlon.i2.o2 Initial Lessees Initial:Affordable.;W.&kfor&.,Housing Ri al. Initial 0 Lessee shall be authorized to rent the Workforce Housing Unit to individuals qualified to rent the Workforce Housing Unit and subject to all other CDBG-DR program requirements. Notwithstanding anything contained herein to the contrary,all Sublessees and occupants of 0 such Workforce Housing Unit(s)shall meet the requirements under the Workforce Housing Restriction(s)and all other CDBG-DR program requirements,adjusted for family size,and any other applicable workforce housing restrictions. Initial Lessee shall upon Lessor's request provide verification in the same form and manner,as required by the FHFC on an annual basis that sublessees and tenants for the Workforce Housing Unit meet and satisfy the requirements herein. Section .i o g Assignment jTransfer by Lessee:At such time as any Lessee desires to sell or otherwise transfer their interests in the Workforce Housing Unit,and(if applicable) where Lessor, subsequent to the effective date of this Lease, expressly and in writing consents to the assignment, rental, rental use, rental occupancy, or subletting of the Workforce Housing Unit(s) or interests, such Lessee shall be required to follow the procedures set forth herein and any procedure that may be set forth in the Workforce Housing Restriction(s), and any conveyance, transfer or other disposition and the acceptance of such transfers shall be automatically deemed an agreement to the conditions set forth herein. Section.t2:64 Required Notice:of ReA-rictions:Any conveyance,lease, assignment, grant or other disposition of any interest made with respect to any portion of the Demised Premises,including but not limited to any recorded governing documents,shall contain the following required Notice of Restrictions in a conspicuous location on the upper one-half of the first page of the relevant instrument effectuating the interest in bold capital typed letters greater than or equal to 14-point font: NOTICE-OF--RESTRICTIONS. ANY INSTRUMENT OF CONVEYANCE,LEASE,ASSIGNMENT,GRANT OR OTHER DISPOSITION OF ANY INTEREST IN OR TO ANY PORTION OF THE DEMISED PREMISES OR TO ANY IMPROVEMENTS ERECTED THEREON WILL BE SUBJECT TO CERTAIN RESTRICTIONS INCLUDING BUT Page 1.9 of 49 Packet Pg. 1264 D.7.b NOT LIMITED TO RIGHTS OF FIRST REFUSAL,USE,OCCUPANCY,INCOME, MEANS, RESALE PRICE, RENTAL AND MORTGAGE LIMITATIONS, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN OFFICIAL RECORDS BOOK _, PAGE _ OF THE PUBLIC RECORDS OF MONROE COUNTY, FLORIDA. The book and page numbers of the first recorded page of this Lease and the first recorded page of any other recorded documents affecting the respective portion of the Demised Premises shall be set forth in the Notice of Restrictions. Any instrument of conveyance, lease, assignment or other disposition made without following the notice procedures set forth herein shall be void and confer no rights upon any third-person, though such instruments may in some cases be validated by fully correcting them according to procedures established by Lessor, as determined in Lessor's sole discretion, so as to ensure compliance with the public affordability purposes furthered by this Lease and the Workforce Housing Restriction(s). Any rental agreement shall contain the following warning prominently set forth in writing: 0 UYYSIGNING THIS RENTAL:AGREEMENT THE TENANT AGREES THAT, UPON SURRENDER OR ABANDONMENT,AS DEFINED BY CHAPTER 83 FLORIDA STATUTES, THE LESSOR SHALL NOT BE LIABLE OR RESPONSIBLE FOR STORAGE OR DISPOSITION OF THE LESSEE'S PERSONAL.PROPERTY... . . :.. .. Seetion i2.o5 bbtaiWhk Qualified`Tenants..If Lessee cannot find a suitable sub- lessee or qualified tenant for the Workforce Housing Unit(s),Lessee shall notify Lessor who may provide Lessee with a qualified person. ° Section - o6 Assignment by Lessor. This Lease shall be freely assignable by the Lessor, and upon such assignment, the Lessor's liability shall cease and Lessor shall be released from any further liability. In the event the ownership of the land comprising the Leased Premises is conveyed or transferred(whether voluntarily or involuntarily)by Lessor to any other person or entity, this Lease shall not cease, but shall remain binding and unaffected. E ARTICLE XIII Condemnation. cm Section 1. of Eminent Domain;:Cancellatiom If,at any time during the continuance of this Lease; the Demised Premises or any portion thereof is taken, appropriated or condemned by reason of eminent domain,there shall be such division of the proceeds and awards in such condemnation proceedings and such abatement of the Rent and other adjustments made as shall be just and equitable under the circumstances.If the Lessor and the Lessee are unable to agree upon what division, annual abatement of Rent or other adjustments as are just and equitable, within thirty (3o) days after such award has been Page 20 of 49 Packet Pg. 1265 D.7.b made, then the matters in dispute shall be determined in accordance with mediation according to the rules of the 16th Judicial Circuit in Monroe County. Such determination made by the mediation shall be binding on the parties. If the legal title to the entire Demised Premises be wholly taken by condemnation,the Lease shall be cancelled. Section 13-02 Apportionment;Although the title to the building and improvements .placed by the Lessee upon the Demised Premises will on the Termination Date remain with 0 and/or pass to the Lessor,nevertheless,for purpose of condemnation,the deprivation of the Lessee's use (and any use of a Sublessee) of such buildings and improvements shall, together with the Term of the Lease remaining,be an item of damage in determining the portion of the condemnation award to which the Lessee is entitled. In general, it is the intent of this Section that, upon condemnation, the parties hereto shall share in their , awards to the extent that their interests, respectively, are depreciated, damaged, or destroyed by the exercise of the right of eminent domain. In this connection, if the condemnation is total,the parties agree that the condemnation award shall be allocated so that the then value of the property, as though it were unimproved property, shall be allocated to the Lessor, and the then value of the building or buildings thereon shall be allocated between the Lessor and Lessee after giving due consideration to the number of years remaining in the Term of this Lease and the condition of the buildings at the time of condemnation. 0 ARTICLE XIV .Construction Section i4 01 Requirement to Construct Protect. .(a� Lessee shall commence construction of the Workforce Housing Units on the commencement date of this lease.All improvements depicted on the attached Exhibits shall be completed. All improvements shall be made with the required and appropriate building permits and to the standards of the Florida Building Code. The foregoing limitation of time for the commencement or completion of the Proj ect may be extended by written agreement between the parties hereto.Lessee is responsible for all environmental remediation on the Property and in the building(s)situated thereon using appropriately licensed contractors,whether disclosed in the environmental site assessment, if any, prepared for the Property,or not disclosed,whether known or unknown,now or in the future.Lessee specifically agrees that the indemnification provisions of this lease extend to and apply to this provision. cm bN During the course of construction of the subject project,Lessee shall provide to the Lessor written status reports on said project upon request by the Lessor.The Lessor and Lessee,and the Lessee's agents and contractors,shall E allow and permit reasonable access to, and inspection of, all documents, papers, letters, or other materials in their possession or under their control where such records are subject to public disclosure under the provisions of Chapter li9, Florida Statutes, or successor or supplemental statutes. Page 21 of 49 Packet Pg. 1266 D.7.b Lessee(s) (but not individual sub-lessees) shall maintain all records directly pertinent to performance under this lease in accordance with Chapter ii9, F.S., and in accordance with generally accepted accounting principles consistently applied. The County Clerk, State Auditor, or a designee of said officials. Lc) The County Clerk, State Auditor, or a designee of said officials or of the Lessor, shall, during the term of this Agreement and for a period of five (5) c� years from the date of termination of this Agreement,have access to and the right to examine and audit any Records of the Lessee involving transactions related to this Agreement. The Project shall be constructed in accordance with the requirements of all < laws, ordinances, codes, orders, rules and regulations of all governmental entities having jurisdiction over the Project. 0 (e) The Lessee shall apply for and prosecute, with reasonable diligence, all necessary approvals, permits and licenses required by applicable governmental authorities for the construction,development,zoning,use and 0 occupation of the subject project.Nothing in this lease is intended to or shall be construed to obviate or lessen any requirements for customary development approvals from any permitting authority,including the Lessor's. _ Nothing in this lease shall be construed as Lessor's delegation or abdication of its zoning or comprehensive planning authority or powers and no zoning or comprehensive planning approval that Lessee may require to complete its performance under this lease has been or shall be deemed agreed to, promised for, or contracted for, under this lease. (f) Construction of the Project on the Demised Premises prior to and during the Term of this Lease shall be performed in a good and workmanlike manner, pursuant to written contracts with licensed contractors and in accordance with any and all requirements of local ordinances and with all rules, regulations and requirements of all departments, boards, officials and authorities having jurisdiction thereof. It is understood and agreed that the plans and specifications for all construction shall be prepared by duly qualified architects/engineers licensed in the State of Florida. 0 At all times and for all purposes hereunder, the Lessee is an independent contractor/lessee and is not an employee of Lessor or any of Lessor's agencies or departments. No statement in this lease shall be construed to find the CM Lessee or any of its employees, contractors, servants, or agents to be employees of the Lessor, and they shall be entitled to none of the rights, privileges or benefits of County employees. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent, or employee of the County or of the Lessee in his or her individual capacity, and no member, officer, agent, or employee of the County or of the Lessee shall be liable personally in any way in connection with, arising out of, or related to this lease or be subject to any personal Page 22 of 49 Packet Pg. 1267 D.7.b liability or accountability by reason of this lease's execution. Initial Lessee agrees that it will not discriminate against any employees, applicants for employment, prospective Sublessees or other prospective future subinterest holders or against persons for any other benefit or service under this Lease because of their race,color,religion,sex,sexual orientation, national origin,or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment,and to abide by all federal and state laws regarding non-discrimination. Q) Lessee shall be entitled during the full term of this Lease to make alterations < to the Demised Premises in accordance with the requirements set forth in the eight sub-paragraphs immediately above(i.e.,sub-paragraphs(a)through(i), 0 inclusive). 14 02 Access,to the'Pioject and.I_nspection.The Lessor or its duly appointed agents shall have the right,'at all.reasonable times upon the furnishing of reasonable notice under the circumstances (except in an emergency, when no notice shall be necessary), to enter upon the common area of the Leased Premises to examine and inspect said area to the extent that such access and inspection are reasonably justified to protect and further the Lessor's continuing interest in the Demised Premises,as determined in Lessor's reasonable discretion. Lessor's designees,for purposes of this Article and Section 14.02,shall include city, county or State code or building inspectors, and the like, without limitation. Initial Lessee shall permit building and code inspectors' access customary to the performance of their duties related to projects of the nature contemplated herein,said notice requirements notwithstanding. i4 0 Forced.Delay m Performance. Notwithstanding any other provisions of this Lease to the contrary, the Initial Lessee shall not be deemed to be in default under this Lease where delay in the construction or performance of the obligations imposed by this Lease are caused by war,revolution,labor strikes,lockouts,riots,floods,earthquakes,fires, casualties, acts of God, labor disputes, governmental restrictions, embargoes, litigation (excluding litigation between the Lessor and the Initial Lessee), tornadoes, hurricanes, tropical storms or other severe weather events, or inability to obtain or secure necessary labor, materials or tools, delays of any contractor, subcontractor, or supplier, or unreasonable acts or failures to act by the Lessor, or any other -causes beyond the reasonable control of the Initial Lessee, except financing delays or delays caused by economic conditions.The time of performance hereunder shall be extended for the period cm of any forced delay or delays caused or resulting from any of the foregoing causes. 14.04 Easements. Lessee shall be authorized to grant reasonable and necessary easements for access and utilities customary for similar land uses and construction projects in Monroe County subject to Lessor's attorney's review and approval for substance and form of easement instruments.Notwithstanding the foregoing,Lessor shall not be obligated to execute any contracts or easements for utilities. Page 23 of 49 Packet Pg. 1268 D.7.b ARTICLE XV Moripp Financing; :Section 15 01 Financing By Initial. Lessee. Initial Lessee shall have the right to . mortgage its interests in the Demised Premises. — (a) The Lessee shall have the right to encumber by mortgage or other proper instrument Lessee's interest under this Lease,such as buildings and improvements placed by Lessee on the Demised Premises,a Federal or State Savings&Loan Association, Bank or Trust Company,Insurance Company,Pension Fund or Trust(or to another private lender so long as the terms and conditions of the financing from private lender are on < substantially similar terms to those then existing by the other lenders referred to in this Section),or to similar lending institutions authorized to make leasehold mortgage loans in the State of Florida, or to any public or quasi-public lender. (b) Until the time any leasehold mortgage(s) shall be satisfied of record, when giving notice to the Lessee with respect to any default under the provisions of this Lease, the Lessor shall also serve a copy of such notice upon the Lessee's leasehold mortgagee(s) at addresses for notice set forth in the mortgage instrument(s) (including assignments thereof) as recorded in the Official Records of Monroe County, Florida. No such notice to the Lessee shall be deemed to have been given unless a copy of such notice has been mailed to such leasehold mortgagee(s), which notice must specify the nature of each such default. Lessee shall provide Lessor with written notice of the book and page number of the Official Records of Monroe County, Florida for each mortgage by which it encumbers the Demised Premises,including modifications and assignments thereof. 0 (c) In case the Initial Lessee shall default under any of the provisions of this Lease, the Initial Lessee's leasehold mortgagee(s) shall have the right to cure such default whether the same consists of the failure to pay Rent or the failure to perform any other matter or thing which the Initial Lessee is required to do or perform and the Lessor shall.accept such performance on the part of the leasehold mortgagee(s)as though the same had been done or performed by the Initial Lessee. The leasehold mortgagee(s), upon the date of mailing by Lessor of the notice referred to in subparagraph(b)of this Section 15.01 shall have,in addition to any period of grace extended to the Initial Lessee under the terms and conditions of this Lease for a non-monetary default,a period of sixty(60) days within which to cure any non-monetary default or cause the same to be cured or to commence to cure such default with diligence and continuity;provided,however,that as to any default of the Initial Lessee for failure to pay Rent, or failure to pay any amount otherwise required under the terms of this Lease(e.g.,including,but not limited to,taxes or assessments),the cm leasehold mortgagee(s) shall have thirty (30) days from the date the notice of default was mailed to the mortgagee(s) within which to cure such default. (d) In the event of the termination of this Lease with Initial Lessee for E defaults described in this Article XV, or of any succeeding Lease made pursuant to the provisions of this Section 15.oi(d) prior to the cure provisions set forth in Section 15.01(c) above, the Lessor will enter into a new Lease of the Demised Premises with the Initial Lessee's leasehold mortgagee(s), or, at the request of such leasehold mortgagee(s), to a Page 24 of 49 1Packet Pg. 1269 D.7.b corporation or other legal entity formed by or on behalf of such leasehold mortgagee(s)or by or on behalf of the holder of the note secured by the leasehold mortgage, for the remainder of the term, effective on the date of such termination, at the Rent and upon the covenants,agreements,terms,provisions and limitations contained in this Lease,provided that such leasehold mortgagee(s) make written request and execute, acknowledge and deliver to the Lessor such new Lease within thirty (30) days from the date of such termination and such written request and such new Lease is accompanied by payment to the Lessor of all amounts then due to the Lessor, including reasonable counsel fees, court c� costs and disbursements incurred by the Lessor in connection with any such default and termination as well as in connection with the execution, delivery and recordation of such new Lease,less the net income collected by the Lessor subsequent to the date of termination of this Lease and prior to the execution and delivery of the new Lease, and any excess of such net income over the aforesaid sums and expenses to be applied in payment of the Rent , thereafter becoming due under such new Lease. 0 Any new Lease referred to in this Section 15.oi(d) shall not require any execution, acknowledgement or delivery by the Lessor in order to become effective as against the Lessee(or any Sublessees)and the Lessee(and any Sublessees)shall be deemed 0 to have executed, acknowledged and delivered any such new Lease immediately upon receipt by the Lessor; and such new Lease shall be accompanied by D payment to the Lessor of all amounts then due to the Lessor of which the leasehold mortgagee(s) shall theretofore have received written notice; and ii an agreement by the leasehold mortgagee(s) to pay all other amounts then due to the Lessor of which the leasehold 0 mortgagee(s) shall not theretofore have received written notice. In addition,immediately upon receipt by the Lessor such new Lease,as provided in this Section 15.01(d),the Lessor, where appropriate to the circumstances,shall be deemed to have executed,acknowledged and delivered to the leasehold mortgagee(s) an assignment of all Subleases covering the Demised Premises which theretofore may have been assigned and transferred to the Lessor and all Subleases under which Sublessees shall be required to attorn to the Lessor pursuant to the terms and conditions of such Subleases or this Lease.Such assignment by the Lessor shall be deemed to be without recourse as against the Lessor. Within ten (io) days after a written request therefore by the leasehold mortgagee(s),such assignment or assignments shall be reduced to a writing in recordable form and executed,acknowledged and delivered by the Lessor to the leasehold mortgagee(s). (e) The Lessee's leasehold mortgagee(s)may become the legal owner and E holder of this Lease by foreclosure of its(their)mortgage(s)or as a result of the assignment of this lease in lieu of foreclosure,which shall not require Lessor's consent,whereupon such leasehold mortgagee(s) shall immediately become and remain liable under this Lease as provided in Section 15.o1(f)below. CM (f) In the event that a leasehold mortgagee(s)shall become the owner or holder of the Lessee's interest by foreclosure of its(their)mortgage(s)or by assignment of this lease in lieu of foreclosure or otherwise, all terms used herein to refer to the Lessee in this lease, means only the owner or holder of this signatory Lessee's interest for the time period that such leasehold mortgagee(s)is(are)the owner or holder of the Lessee's interest. Accordingly, in the event of a sale, assignment, or other disposition of the Initial Lessee's Page 25 of 49 Packet Pg. 1270 D.7.b interest in this Lease by the leasehold mortgagee(s),where leasehold mortgagee(s)took title or ownership of or to any or all of the Initial Lessee's interest in the Lease and/or any portion of the Demised Premises as a result of foreclosure or acceptance of an assignment in lieu thereof, it shall be deemed and construed, without further agreement between the Lessor and the mortgagee(s),or between the Lessor,the mortgagee(s)and the mortgagees' purchaser(s)or assignee(s)at any such sale or upon assignment of Initial Lessee's interest by the leasehold mortgagee(s), that the mortgagee(s), purchaser(s), or assignee(s) of the Initial Lessee's interest has/have assumed and agreed to carry out any and all covenants and obligations of Initial Lessee contemplated herein.In no event shall anything under this Lease be construed to permit eventual use of the Demised Premises for purposes inconsistent with this Lease or the Workforce Housing Restriction(s). (g) Reference in this Lease to the Initial Lessee's leasehold mortgagees) shall be deemed to refer where circumstances require to the leasehold mortgagee(s)'s assignee(s);provided that such assignee(s)shall record proper assignment instruments in the Official Records of Monroe County, Florida,together with written notice setting forth the name and address of the assignee(s). to (h) Reference in this Lease to acquisition of the Initial Lessee's interests in this Lease by the leasehold mortgagee(s) shall be deemed to refer, where circumstances require,to acquisition of the Initial Lessee's interest in this Lease by any purchaser at a sale of foreclosure by the leasehold mortgagee(s) and provisions applicable to the leasehold mortgagee(s)in such instance or instances shall also be applicable to any such purchaser(s). (i) So long as the Lessee's interest in this Lease shall be mortgaged to a leasehold mortgagee(s),the parties agree that they shall not surrender or accept a surrender of this Lease or any part of it,nor shall they cancel, abridge or otherwise modify this Lease or accept material prepayments of installments of Rent to become due without the prior 0 written consent of such mortgagee(s) in each instance. (j) So long as the Initial Lessee's interest in this Lease shall be mortgaged to a leasehold mortgagee(s),the parties agree that the Lessor shall not sell,grant or convey to the Initial Lessee all or any portion of the Lessor's fee simple title to the Demised Premises without the prior written consent of such leasehold mortgagee(s). In the event of any such sale, grant or conveyance by the Lessor to the Initial Lessee, the Lessor and the 0 Lessee agree that no such sale,grant or conveyance shall create a merger of this Lease into a fee simple title to the Demised Premises. This subparagraph 0) shall not be construed to prevent a sale, grant or conveyance of the Lessor's fee simple title by the Lessor to any person, firm or corporation other than the Initial Lessee, its successors, legal cm representatives and assigns, so long as this Lease is not terminated. (k) If applicable, in conjunction and contemporaneously with the sale or transfer of each Workforce Housing Unit,leasehold mortgagee(s)shall make arrangement to ensure the release of any and all applicable portions of its (their) mortgage(s) on the entire Demised Premises so as to grant clear title to the Sublessee.The details and release payment requirements shall remain within the reasonable business discretion of the Initial Lessee and the leasehold mortgagee(s). Page 26 of 49 Packet Pg. 1271 D.7.b (1) Lessor shall be entitled, in the event of any of the foregoing circumstances or events set forth in this Paragraph 15.01, to elect to deal primarily or exclusively with a mortgagee whose position is primary or in first order of priority with respect to foreclosable interests or rights according to the laws of the State of Florida or as contractually agreed by and among multiple mortgagees,where there are such. CO V ARTICLE XVI 0 Default 0 Section 16.o1 Notice of Default: Lessee shall not be deemed to be in default under this Lease in the payment of Rent or the payment of any other monies as herein required unless Lessor shall first give to Lessee and any mortgagees ten (1o) days written notice of such default and Lessee or any other party on its behalf fails to cure such default within ten (1o) days of verifiable receipt of said notice. Except as to the provisions or events referred to in the preceding paragraph of this Section,Lessee and Mortgagees shall not be deemed to be in default under this Lease unless Lessor shall first give to Lessee and Mortgagees thirty (3o) days written notice of such default, and Lessee fails to cure such default within the immediate thirty(3o) day period thereafter, or, if the default is of such a nature that it cannot be cured within thirty (30) days,Lessee fails to commence to cure such default within such period of thirty(3o)days or fails thereafter to proceed to the curing of such default with all possible diligence. Mortgagees shall be entitled to cure Lessee defaults on the same terms and conditions as the Lessee. 0 Regardless of the notice and cure periods provided herein, in the event that more. rapid action is required to preserve any right or interest of the Lessor in the Demised Premises due to any detrimental event or occurrence(such as,but not limited to,payment of insurance premiums,actions to prevent construction or judgment lien foreclbsures or tax sales),then the Lessor is empowered to take such action and to request reimbursement or restoration from the Lessee as appropriate. Lessee shall comply with all terms and conditions set forth in the Lease. Lessee hereby acknowledges that a default of the lease shall be considered a default hereunder. E Lessee hereby indemnifies and holds Lessor harmless in regard to any of the fees, costs, , expenses,payments and liabilities related to this lease.In the event the lease is terminated due to Lessee's failure to comply with the terms of the lease, Lessee shall indemnify and hold Lessor harmless for any costs or expenses incurred by Lessor to obtain approval of a CM new lease, or any damages resulting from termination of said lease. Section 16.02 Default. In the event of any material breach of this Lease by lessee, and after the necessary notice and cure opportunity provided to Initial Lessee and other parties, Lessor shall have the immediate right to terminate this Lease as permitted by applicable law. In any action by Lessor asserting a violation of the Workforce Housing Restriction(s), Lessee shall have the burden of proof with respect to each such matter. Termination of the Lease, under such circumstances, shall constitute effective, full and Page 27 of 49 Packet Pg. 1272 D.7.b immediate conveyance and assignment to Lessor of all of the Demised Premises, improvements and materials and redevelopment rights to and associated with the Demised Premises and the Project. Furthermore;in the event of any breach of this Lease by Lessee, Lessor, in addition to the other rights or remedies it may have, shall have the immediate right of re-entry (as may be lawfully conditioned per application of Chapter 83, Florida Statutes,as amended)and may remove all persons and personal property from the affected portions of the Demised Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Lessee, or where statutory abandonment or unclaimed property law permits,disposed of in any reasonable manner by Lessor without liability or any accounting therefore. Included in this right of reentry,and subject to Initial Lessee's rights,if any,shall be any instance wherein a Sublessee renounces the Lease or a Sublease or abandons all or any portion of the Demised Premises,in which case Lessor may,at its option,in an appropriate case and subject to any rights of a mortgage holder, obtain possession of the abandoned property in any manner allowed or provided by law, and may, at its option, re-let the repossessed property for the whole or any part of the then unexpired term, receive and collect all Rent payable by virtue 'of such reletting, and hold Sublessee liable for any difference between the Rent that would have been payable under this Lease and the net Rent for such period realized by Lessor,by means of such reletting. However,such Lessor rights shall not abrogate a mortgagee's rights to the extent those rights do not conflict with or injure Lessor's interests as established under this Lease. Personal property left on the premises by a Sublessee may be stored, sold, or disposed of by Lessor, and Lessor accepts no responsibility other than that imposed by law. Should Lessor elect to re-enter,as herein provided,or should Lessor take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Lessor may either terminate this Lease or it may from time to time,without terminating this Lease,re- let the Demised Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term of this Lease)and at such Rent or Rents and on such other terms and conditions as Lessor in its sole reasonable discretion may deem advisable with the right to make alterations and repairs to the Demised Premises.On each such re-letting Lessee shall be immediately liable to pay to Lessor, in addition to any indebtedness other than Rent due under this Lease,the expenses of such re-letting and of such alterations and repairs,incurred by Lessor,and the amount,if any,by which the Rent reserved in this Lease E for the period of such re-letting (up to but not beyond the term of this Lease) exceeds the , amount agreed to be paid as Rent for the Demised Premises for such period of such re-letting. cm Notwithstanding any such re-letting without termination, Lessor may at any time thereafter elect to terminate this Lease for such previous breach. Should Lessor at any time terminate this Lease for any breach; in addition to any other remedy it may have, Lessor may recover from Lessee all damages incurred by reason of such breach,including the cost of recovering the Demised Premises,which amounts shall be immediately due and payable from Lessee to Lessor. Section 1b o3 Lessor's.Right,`to Perform..In the event that Lessee, by failing or Page 28 of 49 Packet Pg. 1273 D.7.b neglecting to do or perform any act or thing herein provided by it to be done or performed, shall be in default under this Lease and such failure shall continue for a period of thirty(30) days after receipt of written notice from Lessor specifying the nature of the act or thing to be done or performed,then Lessor may,but shall not be required to,do or perform or cause to be done or performed such act or thing (entering on the Demised Premises for such purposes,with notice,if Lessor shall so elect),and Lessor shall not be or be held liable or in any way responsible for any loss, inconvenience or annoyance resulting to Lessee on c� account thereof, and Lessee shall repay to Lessor on demand the entire expense thereof, including compensation to the agents and employees of Lessor. Any act or thing done by Lessor pursuant to the provisions of this section shall not be construed as a waiver of any such default by Lessee, or as a waiver of any covenant,term or condition herein contained or the performance thereof, or of any other right or remedy of Lessor, hereunder or , otherwise. All amounts payable by Lessee to Lessor under any of the provisions of this Lease, if not paid when the amounts become due as provided in this Lease, shall bear interest from the date they become due until paid at the highest rate allowed by law.Lessor shall have the same rights set forth in this Section with respect to any future subinterest holder's respective portion of the Demised Premises. 0 Section 16.04 Default Period. All default and grace periods shall be deemed to run concurrently and not consecutively. 0 Section i6:05:'Workf6rce HousingRestrictions. In the event the Lessee or sublessee fails to comply with the Workforce Housing Restriction(s) at any given time or any portion of the Demised Premises is used for purposes other than Workforce Housing in accordance with the Workforce Housing Restriction(s) by an interest holder of such portion, as they pertain to their respective interests in or portions of the Demised Premises, such an occurrence will be considered a material default by the offending party. Should the foregoing type of use default occur with respect to only one or more subtenants'portions) of the Demised Premises, then the default termination provisions provided for in this subsection, shall apply only to those subtenant(s) and sublease(s) in default. In the foregoing event,Lessor(or the Initial Lessee(or its assigns)in the event of and with respect only to a default by a particular Sublessee) may terminate the subleases and tenancies involved. Lessee hereby agrees that all occupants shall use the Leased Premises and Improvements for Workforce Housing residential purposes only and any incidental activities related to the residential use as well as any other uses that are permitted by E applicable zoning law and approved in writing by Lessor. Section 16.o6. The Lessee, or its property management entity-agent(that has been duly approved in writing by Lessor), shall do everything within its power to ensure that CM there is no month of negative cash flow. ARTICLE XVII Re pair..Obligations ..Section V..ox:Renaik,ObEgations: During the continuance of this Lease the Lessee, and every Sublessee with respect to their leased portions of the Demised Premises, shall Page 29 of 49 Packet Pg. 1274 keep in good state of repair any and all buildings; furnishings, fixtures, landscaping and equipment which are brought or constructed or placed upon the Demised Premises,and the Lessee shall not suffer or permit any material strip,waste or neglect of any building or other property to be committed,except for that of normal wear and tear.The Lessee will(or shall cause Sublessee to) repair, replace and renovate such property as often as it may be necessary in order to keep the buildings and other property which is the subject matter of this Lease in first class repair and condition.Additionally, Lessor shall not be required to furnish any services or facilities, including but not limited to heat, electricity, air conditioning or water or to make any repairs to the premises or to the Workforce Housing Unit. ° 0 ARTICLE XVIII Additional Covenants:of LesseelLessor U) .86ction_18.oi-,1ggat tise.The Lessee covenants and agrees with the Lessor that the Demised Premises will be used exclusively for the construction and operation of Workforce Housing dwelling unit(s) and for no other purposes whatsoever without Lessor's written 0 consent. r_ 0 `Section 18.02 Termination.Upon termination of this Lease,the Lessee will peaceably and quietly deliver possession of the Demised Premises, unless the Lease is extended as provided herein. Therefore, Lessee shall surrender the improvements together with the leased premises. Ownership of some or all improvements shall thereupon revert to Lessor. Section.A03J Recovery.of Litigation Expense: In the event of any suit, action or proceeding,at law or in equity,by either of the parties hereto against the other,or any other person having, claiming or possessing any alleged interest in the Demised Premises, by reason of any matter or thing arising out of or relating to this Lease,including any eviction proceeding, the prevailing party shall recover not only its legal costs, but reasonable attorneys'fees including appellate,bankruptcy and post judgment collection proceedings for the maintenance or defense of said action or suit, as the case may be. Any judgment rendered in connection with any litigation arising out of this Lease shall bear interest at the highest rate allowed by law. Lessor may recover reasonable legal and professional fees attributable to administration, enforcement and preparation for litigation relating to this 0 Lease or to the Workforce Housing Restriction(s) from any person or persons from or to whom a demand or enforcement request is made,regardless of actual initiation of an action or proceeding. Section 1$ 04 C,ondition,of the:Demised Premises. Lessee agrees to accept the Demised Premises in its presently existing condition"as-is". It is understood and agreed that the Lessee has determined that the Demised Premises are acceptable for its purposes and hereby certifies same to Lessor. Lessee,at its sole cost and expense,shall bring or cause to be brought to the Demised Premises adequate connections for water, electrical power, telephone,stormwater and sewage and shall arrange with the appropriate utility companies for furnishing such services with no obligation therefore on the part of Lessor.The Lessor makes no express warranties and disclaims all implied warranties. Lessee accepts the Page 30 of 49 Packet Pg. 1275 D.7.b property in the condition in which it currently is without representation or warranty, express or implied,in fact or by law,by the Lessor,and without recourse to the Lessor as to the nature, condition or usability of the Demised Premises, or the uses to which the Demised Premises may be put.The Lessor shall not be responsible for any latent defect or change of condition in the improvements and personalty,or of title,and the Rent hereunder shall not be withheld or diminished on account of any defect in such title or property, any change in the condition thereof,any damage occurring thereto,or the existence with respect thereto of any violations of the laws or regulations of any governmental authority. 0 Section 18.oS Hazardous Materials. Lessee, its Sublessees and assignees shall not permit the presence,handling,storage or transportation of hazardous or toxic materials or medical waste ("hazardous waste") in or about the Demised Premises, except in strict < compliance with all laws, ordinances, rules, regulations, orders and guidelines of any government agency having jurisdiction and the applicable board of insurance underwriters. In no event shall hazardous waste be disposed of in or about the Demised Premises. For purposes herein, the term hazardous materials or substances shall mean any hazardous, toxic or radioactive substance material, matter or waste which is or becomes regulated by any federal, state or local law, ordinance, order, .rule, regulation, code or any other governmental restriction or requirement and shall include petroleum products and asbestos as well as improper or excessive storage or use of common household cleaning and landscaping chemicals, pesticides, batteries and the like, and those materials defined as hazardous substance or hazardous waste in the Comprehensive Environmental Response Compensation and Liability Act and/or the Resource Conservation and Recovery Act. Lessee shall notify Lessor immediately of any known discharge or discovery of any hazardous waste at, upon, under or within the Demised Premises. Lessee shall, at its sole cost and expense,comply with all remedial measures requiredby any governmental agency having jurisdiction, unless such discharge is caused by Lessor or any of its agents or T employees. > Lessee hereby acknowledges that Lessor shall not be liable for any hazardous waste that may be located on the Demised Premises at the time of execution of this Lease. Furthermore, Lessee hereby indemnifies and holds Lessor harmless for any and all claims, liabilities, damages, costs and expenses related to the presence of hazardous waste after execution of this Lease. Section 18.06Recordation.Lessee,or Lessor at Lessee's cost,within five(5)business days after execution of this Lease, shall record a complete, true and correct copy of the Lease and any addenda or exhibits thereto in the Official Records of Monroe County, cm Florida and shall provide Lessor with the written Clerk's receipt of the book and page number where recorded and the original Lease and Related Agreement(s)after recordation. Page 31 of 49 Packet Pg. 1276 D.7.b ARTICLE XIX Representations,Warranties of Title.and Quiet Enjo. Enjoyment- and No Unlawful or Immoral Purpose:or Use. Section 19.01 Representations, Warranties of Title and Quiet Enjoyment. Lessee hereby acknowledges that Lessor is merely acting as a conduit to complete this transaction; therefore Lessor does not make any representations or warranties with respect to the ownership, operation or environmental condition of the Demised Premises or any part thereof. The Lessor and Lessee covenant and agree that so long as the Lessee keeps and performs all of the covenants and conditions required by the Lessee to be kept and performed, the Lessee shall have quiet and undisturbed and continued possession of the < Demised Premises from claims by Lessor. U) Section 19.o2 No Unlawful or Immoral.Purpose:.or.Use.The Lessee,as long as it has any interest in or to any portion of the Demised Premises, shall not occupy or use such portion for any unlawful or immoral purpose and will, at Lessee's sole cost and expense 0 during such period of interest,conform to and obey any present or future ordinance and/or rules, regulations, requirements and orders of governmental authorities or agencies respecting the use and occupation of the Demised Premises. ARTICLE XX Miscellaneous 8e6tion-2o.61 Covenants Running with Land. All covenants, promises, conditions and obligations contained herein or implied by law are covenants running with the land and, except as otherwise provided herein, shall attach and bind and inure to the benefit of the Lessor and Lessee and their respective heirs, legal representatives, successors and assigns, though this provision shall in no way alter the restrictions on assignment and subletting applicable to Lessee hereunder. The parties agree that all covenants,promises, conditions, terms, restrictions and obligations arising from or under this Lease and the Workforce Housing Restriction(s)benefit and enhance the communities and neighborhoods of Monroe County and the private and public lands thereof,and have been imposed in order to assure these benefits and enhancements for the full Term of this Lease. It is intended, where appropriate and to serve the public purposes to be furthered by this Lease, that its provisions be construed, interpreted, applied and enforced in the manner of what is commonly referred to as a"deed restriction." Section 20.02 No Waiver. Time is of the essence in the performance of the cm obligations of the parties hereto.No waiver of a breach of any of the covenants in this Lease shall be construed to be a waiver of any succeeding breach of the same covenant. Section 2o:o3:Writteri Modifications.No modification,release,discharge or waiver E of any provisions hereof shall be of any force, effect or value unless in writing signed by both the Lessor and Lessee, and signed also by any mortgagee or their duly authorized agents or attorneys, as long as such mortgagee (if applicable) has both Q filed in Official Records of Monroe County, Florida, a"Certificate of Notice"of their interest in this Lease Page 32 of 49 Packet Pg. 1277 D.7.b and or the Demised Premises, said certificate setting forth complete and current contact information,the real estate parcel number assigned to the Demised Premises and the O.R. Records Book and Page Number of the first recorded page of this Lease,and ii provided a copy of the recorded certificate to the Lessor at its notice address(es)via U.S.Postal Service certified mail, return receipt requested. CO Notwithstanding the foregoing,the Monroe County Administrator,or his authorized 0 designee, may make certain modifications to this lease without requiring an antecedent affirmative vote by Lessor's Board of County Commissioners.The circumstances in which such administrative modification(s) may be made are limited to: 0 Amend this lease by delineating lesser or greater areas of the overall Property being leased to Lessor(presently identified herein at Exhibit "A."), and to L2 I Amend this lease to comply with any , application requirements of the FHFC RFA 2019-101 CDBG-DR in Monroe County.Either administrative lease amendment type must be made in writing and otherwise be in accordance with this subsection. Sectioii2o:o4 Entire Agreement.This Lease,including its prefatory recitals and any 0 written addenda and attached exhibits (all of which are expressly incorporated herein by this reference)shall constitute the entire agreement between the parties with respect to this instrument as of this date. No prior written lease or prior or contemporaneous oral promises or representations shall be binding. 0 Section 20.05 Notices. If Lessee desires to give notice to Lessor in connection with and/or according to the terms of this Lease, such notice shall be given by certified mail return receipt requested or by national overnight tracked and delivery-receipt courier service, and unless otherwise required to be "received", it shall be deemed given when deposited in the United States mails or with the courier service with postage or courier fees prepaid.Notification to Lessor shall be as set forth herein,unless a different method is later directed as prescribed herein or by the Workforce Housing Restriction(s): Lessor: County Administrator Monroe County Gato Building 110o Simonton Street Key West, FL 33040 -with a c_Vy.to: Monroe County Attorney 1111 12th Street, Suite 408 Key West, Florida 33040 Tel.: 305-292-3470 Lessee: Monroe County Housing Authority_ Page 33 of 49 Packet Pg. 1278 D.7.b Attn: Executive Director 140o Kennedy Drive Key West, FL 33040 Section 20.o6 Joint Liability. If the parties upon either side (Lessor or Lessee) consist of more than one person, such persons shall be jointly and severally liable on the covenants of this Lease. c� Section 26.07 Public Access and Public. Records Compliance. The Lessee must comply with all Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24, Article I, of the Florida Constitution. Lessor and Lessee shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters, or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and additional Florida legal authorities governing confidential and/or confidential and exempt public records, and made or received by the Lessor or Lessee in conjunction with and in connection with this Lease and related to Lease performance. Failure of the Lessee to abide by the terms of this provision shall entitle Lessor to, at its option, deem such failure a material breach of this agreement, and Lessor may enforce the public records law terms of this provision in the form of a court proceeding. This provision shall survive any termination or expiration of this Lease. The Lessee is encouraged to consult with its advisors about Florida's public records laws in order to comply with this provision. Pursuant to Section 119.0701, Florida Statutes, and the terms and conditions of this agreement, the Lessee is required to: W Keep and maintain public records that would be required by the Lessor to perform its service and duties under this agreement. Upon receipt from the Lessor's custodian of records,provide the Lessor with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this provision and Chapter 119, Florida Statutes or as otherwise provided by law. W Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the lease term and following completion of the lease if the Lessee does not transfer the records to the Lessor. W Upon completion of the lease, transfer, at no cost, to the Lessor all public records in possession of the Lessee or keep and maintain public records that would be required by the Lessor to perform its service and duties under this , agreement. If the Lessee transfers all public records to the Lessor upon completion of the lease,the Lessee shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure CM requirements.If the Lessee keeps and maintains public records upon completion of the lease,the Lessee shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Lessor upon request from Lessor's custodian of records, in a format that is compatible with the information technology systems of the Lessor. L91 A request to inspect or copy public records relating to an agreement or contract with Lessor must be made directly to the Lessor,but if the Lessor does Page 34 of 49 Packet Pg. 1279 D.7.b not possess the requested records,the Lessor shall immediately notify the Lessee of the request,and the Lessee must provide the records to the Lessor or allow the records to be inspected or copied within a reasonable time. If the Lessee does not comply with the Lessor's request for records,the Lessor may enforce this agreement's maintenance of records and/or public access provisions, notwithstanding Lessor's option and right to treat such non-compliance as a material breach. Lessee's failure to provide public records to the Lessor or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section iig.io, Florida Statutes. The Lessee shall not transfer custody, release, alter,destroy or otherwise dispose of any public records unless provided for in this provision or as otherwise provided by U, law. IF THE CONTRACTOR HAS QUESTI.. S.REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,TO; THE CONTRACTOR'S.DUTY TO-.PROVIDE PUBLIC RECORDS.RELATING TO THIS.CONTRACT..CONTACT THE LESSOR'S CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEYAT PHONE# 3o& 292 3470, BRADLEY BRIAN(&MONROECOUNTY-FL.GOV .MONROE COUNTY ATTORN]WS OFFICE iiii i2TH Street,;SUITE 408, KEY NEST_, FL 33040. Section 2o.o8.Liability,Continued,.Lessor LiabilitX.All references to the Lessor and Lessee mean the persons who, from time to time, occupy the positions, respectively, of Lessor and Lessee. In the event of an assignment of this Lease by the Lessor, except for liabilities that may have been incurred prior to the date of the assignment or as specifically dealt with differently herein, the Lessor's liability under this Lease shall terminate upon such assignment.In addition,the Lessor's liability under this Lease,unless specifically dealt with differently herein, shall be at all times limited to the Lessor's interest in the Demised Premises. Section 20.O Captions. The captions used in this Lease are for convenience of reference only and in no way define,limit or describe the scope or intent of or in any way affect this Lease. CM .Section 20.10 Table of.Contents. The index preceding this Lease under the same cover is for the purpose of the convenience of reference only and is not to be deemed or construed in any way as part of this Lease, nor as supplemental thereto or amendatory thereof. Section 20.11 Governing Law,.Venue. This Agreement shall be construed under the laws of the State of Florida, and the venue for any legal proceeding to enforce or determine the terms and conditions of this Lease shall be in Circuit Court for the 16th Judicial Circuit, Page 35 of 49 1Packet Pg. 1280 D.7.b Monroe County, Florida. This lease, and any agreement made pursuant to this lease, shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this lease shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County, Florida. Section 2o.12 Holding Over.Any holding over after the expiration of the Term of this Lease,with consent of Lessor,shall be construed to be a tenancy from month to month,at e twice the monthly Rent as required to be paid by Lessee for the period immediately prior to the expiration of the Term hereof, and shall otherwise be on the terms and conditions herein specified, so far as applicable. Section 20:i3 Brokers; Lessor and Lessee covenant, warrant and represent that no broker was instrumental in consummating this Lease, and that no conversations or negotiations were had with any broker concerning the renting of the Demised Premises. Lessee and Lessor agree to hold one another harmless from and against, and agree to defend at its own expense,any and all claims for a brokerage commission by either of them with any brokers. 0 Section 20.14 Severability/Pa"rtial Invalidity. If any provision of this Lease or the application thereof to any person or circumstance shall at any time or to any extent be held invalid or unenforceable,the remainder of this Lease or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby.The Lessor and Lessee agree to reform the lease to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 0 Section20.15 Force Majeure. If either parry shall be delayed,hindered or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor trouble,inability to procure material,failure of power,riots,insurrection,severe tropical or other severe weather events, war or other reasons of like nature not the fault of the parry delayed, in performing work or doing acts required under this Lease, the period for the performance of any such act shall be extended for a reasonable period.Economic hardship or economic conditions shall not be considered a basis for such extension. Section 2o.i6.Lessor/Lessee Relationship,Non=Reliance by Tliird Parties.This Lease creates a lessor/lessee relationship, and no other relationship, between the parties. This Lease is for the sole benefit of the parties hereto and, except for assignments or Subleases permitted hereunder and to the limited extent thereof, no other person or entity shall be a third parry beneficiary hereunder. Except as expressly provided under this Lease or under cm the affordable Workforce Housing Restrictions,no person or entity shall be entitled to rely upon the terms, or any of them, of this Lease to enforce or attempt to enforce any third- parry claim or entitlement to or benefit of any service or program contemplated hereunder, and the Lessor and the Lessee agree that neither the Lessor nor the Lessee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Lease separate and apart,inferior to,or superior to the community in general or for the purposes contemplated in this Lease. Page 36 of 49 Packet Pg. 1281 D.7.b Section 20.17:Radon.Gas Notification. Radon is a naturally occurring radioactive gas that,when it has accumulated in a building in sufficient quantities,may pose health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings.Additional information regarding radon and radon testing may be obtained from your county health unit. Lessor shall not be responsible for radon testing for any persons purchasing,leasing or occupying any portion of the Demised Premises,and all owners,Lessees and Sublessees shall hold Lessor harmless and indemnify Lessor for damages or claims related thereto and release Lessor from same. Section 20.18 Mold Disclosure. Mold is a naturally occurring phenomenon that, when it has accumulated in a building in sufficient quantities, may pose health risks to persons who are exposed to it over time. Mold has been found in buildings in unincorporated areas of the county as well as in incorporated areas of the county.There are no measures that can guarantee against mold,but additional information regarding mold and mold prevention and health effects may be obtained from your county health unit or the EPA or CDC. Lessee and Sublessees accept responsibility to inspect for mold and take measures to reduce mold. Lessor shall not be responsible for mold testing for any persons purchasing, leasing or occupying any portion of the Demised Premises, and all owners, Lessees and Sublessees shall hold Lessor harmless and indemnify Lessor for damages or claims related thereto and release Lessor from same. 0 Section 20.19 (B) Lead=Based Paint..Disclosure. Lessee acknowledges receipt and signing of the attached form LBPR-1 8/96 relating to the possibility of lead-based paint in houses constructed before 1978 and a copy of the risks associated therewith and a copy of the EPA Protect Your Family In The Home. Lessee will abide by notice requirements relating to lead-based paint for all sub-lessees. Section 2o.20 1 Subsequent Changes in_Law::or Regulation.. Where a change can reasonably be applied to benefit, enhance or support Lessor's affordable Workforce Housing goals,objectives and policies,Lessor shall have the right to claim the benefit from any subsequent change to any applicable state or federal law or regulation that might in any way affect this Lease, the Workforce Housing Restriction(s), any Related Agreements or their respective application and enforceability, without limitation. In such instance, this Lease shall be construed or, where necessary, may be reformed to give effect to this provision. E Section 2.0:21 Claims for Fedetal°and/or StateAid:.Lessor and Lessee agree that each shall be,and is,empowered to apply for,seek,and obtain federal and state funds to further the purpose of this lease; provided that all applications, requests, grant proposals, and cm funding solicitations shall be approved by each side prior to submission. Section 20 22 Governrndht Pigp se. Lessor, through this Lease and the affordable Workforce Restriction(s), furthers a-government housing purpose, and, in doing so, expressly reserves and in no way shall be deemed to have waived, for itself or its assigns, successors, employees, officers, agents and representatives any sovereign, quasi- governmental and any other similar defense, immunity, exemption or protection against any suit, cause of action, demand or liability. Notwithstanding the provisions of Section Page 37 of 49 1Packet Pg. 1282 D.7.b 768.28, Florida Statutes, the participation of the Lessee and the Lessor in this agreement and the acquisition of any insurance coverage whatsoever shall not be deemed a waiver of immunity to the extent of such coverage (liability coverage or otherwise), nor shall any contract entered into by the Lessor be required to contain any provision for waiver.All of the privileges and immunities from liability, exemptions from laws, ordinances,and rules and pensions and relief,disability,workers'compensation,and other benefits which apply ca to the activity of officers, agents, or employees of any public agents or employees of the c� Lessor or Lessee, when performing their respective functions under this lease within the territorial limits of the county shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents,volunteers, or employees outside the territorial limits of the county.No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Lessor or Lessee in his or her individual personal capacity, and no such member, officer, agent or employee of Lessor or Lessee shall be liable personally under this lease or be subject to any personal liability or accountability by reason of the execution of this agreement. Section 20.25 Remedies.The parties agree that any remedy available for any breach under this Lease shall be cumulatively or selectively available at Lessor's complete discretion, with any election to avail itself or proceed under any particular remedial mechanism in no way to be construed as a waiver or relinquishment of Lessor's right to proceed under any other mechanism at any time or in any particular sequence. 4- 4) Section2o.24 Supplemental Administrative Enforcement.Lessor,or its appropriate agency,may establish under the Woirltforce.Housirig Restriction(s),as amended from time to time, during the Term of this Lease, such rules, procedures, administrative forms of monitoring, property and/or tenancy management, proceedings, and such evidentiary standards, as deemed reasonable within Lessor's prerogative,to implement enforcement of the terms of this Lease and similar leases and the Workforce Housing Restriction(s). Such forums may include but in no way be limited to use of Code Enforcement procedures pursuant to Chapter 162, Florida Statutes, to determine, for and only by way of one example, and not as any limitation, the facts and legal effect of an allegedly unauthorized "offer to rent," or, for another example, an unauthorized"occupancy." However, nothing herein shall be deemed to limit Lessor from access to an appropriate court of competent jurisdiction where the resolution of any dispute would be beyond the competence or lawful jurisdiction of any administrative proceeding. Section 20:2,q Exceptions-to Lease/Rental -Prohibition. The Workforce Housing Unit(s) are to be developed as a dwelling unit for qualified rental and qualified rental- occupancy for affordable Workforce Housing. Transient use, vacation rental use, owner CM - occupancy, and any other form of use or occupancy other than affordable Workforce Housing is hereby expressly prohibited absent express written authorization and consent by Lessor. Lessor or its designee, in its sole discretion, shall have the right to adopt as part of future affordable Workforce Housing Restriction(s) provisions to allow Sublessees the E limited privilege to rent or lease their Workforce Housing Unit to qualified persons. Requests for such approval shall be made in accordance with such procedures Lessor may in the future choose to adopt. It is contemplated, though not promised or required, that Page 38 of 49 Packet Pg. 1283 D.7.b certain limited rental provisions may be adopted in the future for circumstances such as,for example,but without limitation: (a) A Sublessee's required absence from the local area for official military duty. (b) A documented illness that legitimately requires a Sublessee to be hospitalized for an extended period. (c) A family emergency legitimately requiring a Sublessee to leave the Keys for a 0 period longer than thirty(3o) days. Section 2o:26 Drafting ,of Lease. The parties acknowledge that they jointly participated in the drafting of this Lease with the benefit of counsel,or had the opportunity to receive such benefit of counsel, and that no term or provision of this Lease shall be construed in favor of or against either party based solely on the drafting of this Lease. U) Section-2o.22 Lessor's-Duty to Cooperate.Where required under this Lease,Lessor shall, to ensure the implementation of the public affordability purpose furthered by this Lease, cooperate with reasonable requests of Initial Lessee, Sublessees, mortgagees, title insurers,closing agents,government agencies and the like regarding any relevant terms and 0 conditions contained herein. 0 Section 20.28 Execution in Counterparts.This lease may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this lease by signing any such counterpart. IN WITNESS WHEREOF, the Lessor and the Lessee have hereunto set their hands and seals, as of the day and year above written. FOR LESSOR BOARD OF COUNTY COMMIS ONE OF MONROE COUNTY, FLORIDA 3 a By. M Ma r 7-. I ry Date: 11 1 ;..,� N a (SEAL) ATTEST: KEVIN MADOK, CLERK cm By: MONROE COUNTY ATTORNEY Deputy Clerk APPROVED AS TO FORM Monroe County Attorney PETER MORRIS Approved as to Form: ASSISTANT CO. A_ ORNEY Date: By: Page 39 of 49 Packet Pg. 1284 D.7.b FOR LESSEE: Monroe my Housing Authority By, nuel Castillo, Executive Director -T, fl UVe WITNESSES: c� ,fin c �s ,rr o L v Witness No. 1 (Print Nam ) 0 Witness No. 1 (Signatur U) anAq Skz�A'4 Witness o _int Name) 0 c� Witness No. 2 gnature) 0 0 STATE OF V40C t aQ 0 U) COUNTY OF Mohcoe, The foregoing instrument, Lease between Board of County Commissioners of Monroe County, Florida, and the Monroe County Housing Authority,was acknowledged before me this. 1 day of Sv►�Y .2019,by Manuel Castillo,as Executive Director of the Monroe County Housing Authority, who is personally known to me or produced as proof of identification and did take an oath. YUMMA MOWS W GOMISSION#CG 29=WN EXPIRES:May 18.2= Notary Public (Print Name and Notary No.) cm Notary Public (Signature) Page 40 of 49 Packet Pg. 1285 D.7.b EXHIBIT"A" LEGAL DESCRIPTION 31 S. Conch Avenue, Conch Key (bearing Property Identification Number 0038578o- 000400): The West 70 feet of Lot 14,CONCH KEY SUBDIVISION,according to the flat thereof, recorded in Plat Book 2,Page 130,of the Public Records of Nionme County,Florida.Said parcel of land being more particularly described as follows,to wit: At the Point of Beginning commence at a point on the north Right-of-Way line of South Conch Avenue an( the Southwest corner of Lot 14, Conch Key Subdivision, according to the Plat thereof as recorded in Plai Book 2, Page 130, of the Public Records of Monroe County, Florida; thence run in a Northerly directlel along the West boundary line of Lot 14 for a distance of 70 feet to the Northwest corner of said Lot 14; thena proceed at a right angle along the Northern lot line of Lot 14 for a distance of 70 feet to a point; thence at i right angle and running parallel with the East lot line of Lot 14, run a distance of 70 feet to a point on the South lot line of Lot 14, and on the North Might-of-gray line of South Conch Avenue sold point being 70 fee >% from the Point of Beginning; thence at a right angle proceed in a Westerly direction along the South lot line o Lot 14 a distance of 70 feet back to the Point of Beginning. to The property located on Atlantic Boulevard, Key Largo (bearing Property Identification Number 00453440-001100): A parcel of -lattud: ,�.yug iri Tract ":t"� or POlhF. LtitGO, a Sub+iivisitrtt 3a sectloti 33r Towxtah p: `bi., Aatige..39 :East oa,>~eq latgo,, nceordiag to the. Plat thereof, as reco�ri in Plat Book S, nt: .:Page 3, ol` P'isblic Rfcor4a aX Ii4;trve County, Florida, belu inaxQ gait ci-Slar-1 dwribed to j0"'340091 Cotrmten at:- t~be. pant of i2txeretction of the North"iptex3q prait a$a- 4 of the llortbwatatet: y »gbC of i�sy titer of Aomeatiead Aveaaue vht3f the NastlKaa►:trly ,ght 'of Way l ue 4 Ati otic- li6uiovalXd; th ir.. run N=trhrA#titxly along said prolanit�tl: nx 218 37 fetit "to the point' :of :jgt6 -sedan virl; a 3�e parallel to and 21i�. 7 t Nartb ;e terly of., tl t . , ed::at. x tht. 1141es to the ' Nart4o4tvrly Right of liras. of Atlatit o 8a44e4*t& the=0 dd te ct 90 degrees right and =a doutbeasttD•1 along laid: gaxal'l,at lis►C : at>e &*thv4sterly line of Casto lkve3.a t Corp. ! 58.04 feet to. the Potur.af. Beginn3ns of the. h4ref.n 4"Cribad paxce11 from said P t of Begi t8• ta�atiut Stu h4astttl.y albog; the aforamentlaoAd course for 200.00 4 to n. point int:ereect 8 the; t o t w tee ly: Bight of Way line a! St. Croix Place; thCnct~: daf�tct 9Q degxaaa 'right xuad: zun Sourhvostwrly along -sa" 10 thaeatcrly H E it oar Wey. if iei for 2l8.27 :feetI tbaarx dofl*c 90 degrees right and sum 1!lo�cthtJeater 0) alaA,g, the Not;t#i starl�► lice of At atntie 26alavard for 200.1M faee to .i+. point on < ►c goutbuauCesxI Ruh; ,off. iia' Iinit of ,llmstead Avenue, tha=e deflect 90 depees r Lt tied .nm ftrtheatte-C17 I-Qn t 1 a44 p 46iitation far 2IS.�2 fret to Point of cm 31535 Avenue C, Big Pine Key(bearing Property Identification Number 00302670- 000000 and 0030268o-000000): E Block 22,Lots 1,•2,3, and 4, Sands Subdivision, according to the Plat thereof as recorded in Plat Book 1, Page 65, of the Official Records of Monroe County, Florida. Page 41 of 49 Packet Pg. 1286 D.7.b 2 N. Conch Avenue, Conch Key(bearing Property Identification Number 00385780- 000000): All of Lot 13,the Easterly 30 feet of Lot 14,the Easterly 39 feet of Lot 30 and All of Lot 31 of CONCH KEY,bei 2 i combination of the following two Parcels of Land: A Part of Lots 13 and 30 and All of Lot 31 of CONCH KE' recorded in plat Book 2, Page 130, of the Public Records of Monroe County, Florida, and being more particu r described by metes and bounds as follows:Commencing at the Northeast corner of Lot 31,said corner to be knov c the Point of Beginning of the Tract of Land hereinafter described, bear North 66' 45' West, along the $outl CO r Right-of-Way line of North Conch Avenue,131.95 feet;thence bear South 23'15' West,70 feet; thence bear Nord 0 45' West, 39 feet; thence bear South Z3' 15' West, 70 feet to the Northeasterly Right-of-Way line of South C i Avenue; thence bear Soutb 66' 45' East,36.82 feet to the Northerly Right-ofWay line of U.S.Highway No. 1; th , bear North 69' 05' East, along the Northerly Right-of-Way line of U.S. Highway No. 1, 190.93 feet; thence 15 1 Northerly direction, 7.48 feet, back to the Point of BeginningANDA Parcel of Land in a Part of Lots 13 and I f CONCH KEY, as recorded in PIat Book 2, Page 130, of the Public records of Monroe County, Florida, and t ; more particularly described by metes and bounds as follows: Commencing at the Southwest corner of Lot 14, r South 66' 45' East, along the Northerly Right-ofWay line of South Conch Avenue,70 feet to the Point of Beginnii f the Parcel of Land hereinafter described; from said Point of Beginning, bear North 23' 15' East,70 feet; thence r South 66'45' East,52 feet; thence bear South 23' 15' West,70 feet to the Northerly Right-of-Way line of South C i Avenue; thence bear North 66'45' 'Nest,along the Northerly Right-of-Way line of South Conch Avenue,52 feet, i to the Point of Beginning. to 0 0 0 0 U) 0 U) 0 Page 42 of 49 Packet Pg. 1287 D.7.b COMPOSITE EXHIBIT"B" i. MANAGEMENT AGREEMENT: A. Introduction: The Lessor and Lessee to this lease mutually agree that the Property shall be developed, used, and occupied so as to ensure affordability in perpetuity in connection with the Property and the dwelling units to be constructed therein as set forth in this lease. The Lessor and Lessee to this lease mutually agree that housing and occupancy preference shall be granted to qualified full-time employees of Lessor, and to qualified full-time employees of Lessee. "Qualified," as used herein, means those < employees of Lessor and Lessee who satisfy all requirements of the affordable Workforce Housing Restriction applicable to a unit that is available for use and occupancy, and means those employees of Lessor and Lessee who satisfy all requirements of the affordable Workforce Housing Restriction applicable to a unit that is available for use and occupancy. The legal effectiveness and enforceability of such preference is contingent upon approval of the Florida Department of Economic Opportunity, Florida Housing Finance Corporation, and United States Department of Housing and Urban Development. B. Program Description: The Monroe County Board of County Commissioners ("Lessor") continues to examine the affordable workforce housing crisis within the county and seeks to determine best practice solutions to mitigate this situation. The Monroe County Employee Rental Housing Program enacted under this lease is one such solution. A central concern of the Program is the enormous financial pressure on the Lesssor's and on the Lessee's employees in connection with the affordability of housing opportunities near their jobs. This program, as applied under this lease, grants employee preference to qualified full-time employees of the Lessor and to qualified full-time employees of the Lessee. C. Management and Administration of the Wi ing List and Lease_ Housing Preferences: Under Monroe County Land Development Code Section 139-1(f)(8), the Monroe County Planning Director may authorize"[t]he county housing authority" and "other public entities established to provide affordable housing"to administer the cm eligibility, qualification, re-qualification, and compliance requirements otherwise ordinarily administered by the County's Planning Department pursuant to a written agreement. The Board of County Commissioners of Monroe County's approval of this lease has approved this lease in conjunction with the Planning Director's approval for Lessee to administer the eligibility, qualification, re- qualification, and compliance requirements under this lease, as authorized under Monroe County Land Development Code Section 139-(f)(8). Page 43 of 49 Packet Pg. 1288 D.7.b As such, Lessee agrees that it will comply with all qualification, re-qualification, and compliance requirements applicable under this lease and as applicable under the Monroe County Code(s). Lessee shall provide an annual report to the Monroe County Planning&Environmental Resources Department showing all income qualifications, all income re-qualifications, and rents. If any other documents, records, or information is required by Lessor, Lessee shall provide it to Lessor. Lessee may not authorize a third-party to assume or undertake this delegation of 0 authority without Lessor's prior express written approval. All records held by Lessee and Lessee's authorized agents may be considered public records under Chapter 119, Florida Statutes, and it shall be Lessee's sole responsibility to maintain and abide by all requirements applicable to proper maintenance and disclosure of such records under Chapter 119, Florida Statutes. , U) It shall be the Lessee's policy that each applicant shall be assigned an appropriate place on a waiting list.Applicants shall be listed in a sequence based upon date and time a complete, legally sufficient application is received, the size and type of unit the applicant has requested, and factors of preference or priority. In filling 0 an actual or anticipated vacancy, the Lessee shall offer the dwelling unit to an applicant in the appropriate sequence, with the goal of accomplishing complete occupancy of all units by qualified full-time employees of Lessor and Lessee. 0 By maintaining an accurate waiting list, the Lessee will be able to perform the activities which ensure that an adequate pool of qualified applicants will be available to fill unit vacancies in a timely manner. Based upon the Lessee's turnover and the availability of appropriately-sized units, groups of families will be selected from the waiting list to form a final eligibility pool. Selection from the pool will be based upon completion of verification of all documents and information provided. a� The Lessee shall administer its waiting list as required by 24 C.F.R. Part 5, Part 945 and 96o, Subparts A and B. The waiting list will be maintained in accordance with the following guidelines: The application will be a permanent file. All applicants in the pool will be maintained in order of this lease's prioritization E of housing applicants who are qualified full-time employees of Lessor and Lessee. Applications equal in preference will be maintained by date and time sequence. All applicants must meet all applicable eligibility requirements as established by law. cm The Lessee, at its discretion, may restrict application, suspend application intake, and close a waiting list in whole or in part, and will publicly announce its decision to do so by posting such decision in all of its offices. Such decision to close the waiting list shall be based upon the number of applications available for a particular size and type of unit, and the ability of the Lessee to house an applicant in an appropriate unit within a reasonable period of time. Page 44 of 49 Packet Pg. 1289 D.7.b When the Lessee reopens the waiting list, it will advertise this in a newspaper of general paid circulation in Monroe County. The notice will be made in accessible format if requested and will contain: The dates,times, and locations where families may apply. The applicable program(s)for which applications will be taken. A brief description of the applicable program(s). A statement that Section 8 participants must submit a separate application if they wish to apply for available housing. Limitations on who may be eligible to apply. Eligibility requirements. Availability of local preferences. a� During the period in which the waiting list is closed, the Lessee will not maintain a list of individuals who wish to be notified of when the waiting list is re-opened. The open period shall be long enough to achieve a waiting list adequate to cover projected turnover over the next 24 months. When the period for accepting applications is over, the Lessee will add to the new applicants to the list by: Unit size, this lease's stated preference for qualified full-time employees of Lessor and Lessee, and the date and time of application receipt. 0 When applicants consist of two families living together (for example, such as a mother and father, and a daughter with her own husband and children), and they apply as one family unit,they will be considered as one family unit. A preference does not guarantee admission to the program/approval of a housing application. Preferences are used to establish the order of placement on the waiting list. Every applicant must meet all of the Lessee's Selection Criteria as defined in this policy pursuant to the requirements of this lease permitted by law. Applicants who reach the top of the waiting list will be contacted by the Lessee to verify their preference and, if verified, the Lessee will complete the application for occupancy. Applicants must complete the application for occupancy and continue through the application processing and may not retain their place on the waiting , list if they refuse to complete their processing when contacted by the Lessee. Among applicants with equal preference status, the waiting list will be organized cm by date and time. The maximum possible numerical point total for an application is wo. Priority preference pursuant to this lease is provided to eligible employees of E Lessor and Lessee on the waiting list.A properly noticed public meeting was held before this lease was adopted. The following preference is used: Page 45 of 49 Packet Pg. 1290 D.7.b Residency/Lessor and Lessee Employee Preference: For applicants who are current full-time employees of Lessor and Lessee who work in Monroe County and satisfy the Workforce Housing Restriction applicable to a given unit. In order to verify that an applicant so satisfies these given requirements, the Lessee will require a minimum of one (1) of the following documents: Verification in the form of an employment record(s) provided by the Monroe County Human Resources Department or Lessee's equivalent human resources office, other employer or agency records, driver's licenses, voter's registration records, credit reports, statement(s) from household with whom the family is residing, rent receipts, leases, school records, utility bills, etc. Preference Point System: E Local Preference Point"Description. Point Value 0 Full-Time Employee of Lessor Full-Time Monroe County 100 BOCC Employee 0 to Full-Time Employee of Lessee Full-Time Monroe County 100 Housing Authority Employee 0 Before applying its preference system, the Lessee will first match the characteristics of the available unit to the applicant(s) available on the waiting list. By matching unit and family characteristics and qualifications for a.foregoing preference, it is possible that families who are lower on the waiting list may receive an offer of housing ahead of families with an earlier date and time of application. The Lessee will verify all preference claims at the time they are made. The Lessee will re-verify a preference claim, if the lessee feels the applicant's or family's circumstances have changed, at the time of selection from the waiting list. If the preference verification indicates that an applicant does not qualify for the preference, the applicant will be returned to the waiting list and ranked without that preference and given an opportunity for a review. E Changes in an applicant's circumstances while on the waiting list may affect the applicant's or his/her family's entitlement to a preference. Applicants are required to notify the Lessee in writing when their circumstances change. When an applicant claims a preference, he or she will be placed on the waiting list in the cm proper order of their newly claimed preference. If the Lessee denies a preference, the applicant will be placed on the waiting list ' without the benefit of the preference. The Lessee will notify an applicant in writing of the reasons why the preference was denied and offer the applicant an opportunity for an informal meeting. The applicant will have 10 business days to, in writing, request that meeting. If the applicant does not request a meeting, and Page 46 of 49 Packet Pg. 1291 D.7.b if the preference denial is sustained/upheld as a result of such meeting, the applicant will be placed on the waiting list without benefit of the preference. If the applicant falsifies documents or makes false statements in order to qualify for any preference, they will be removed from the waiting list with notification to the applicant and/or the family on the application. c� The waiting list will be purged at least annually by a mailing to all applicants to ensure that the waiting list is current and accurate. The mailing will make a request for current and/or updated information and confirmation of the applicant's continued interest. If the applicant fails to respond to such mailing within 14 calendar days, he/she will be removed from the waiting list. If the 14th day falls on a Saturday, Sunday, or official designated federal or state holiday,the 14th day shall be considered the nearest next business day. If a letter is returned by the post office without a forwarding address, the applicant will be removed from the list without further notice and the envelope and letter will be maintained in the file. If a letter is returned with a forwarding address,it will be 0 re-mailed to the address indicated. 0 When an applicant rejects the final unit offer by the Lessee, the Lessee will: 0 Remove the applicant's name from the waiting list. Remove from the waiting list means: The applicant must re-apply. Applicants must accept a unit offer within 10 business days of the date the offer is made. Offers made over the telephone will be confirmed by letter. If unable to contact the applicant by telephone, the Lessee will send a certified letter. 2 Lessee must provide each applicant(s) approved to occupy a Workforce Housing Unit(s) with a Letter of Acknowledgment conforming to Exhibit"C."to this lease, and each applicant(s) must return said Letter to Lessee properly executed and notarized. CM CD Page 47 of 49 Packet Pg. 1292 J D.7.b EXHIBIT "C" LETTER OF ACKNOWLEDGEMENT TO: Initial Lessee, or its assigns Address of Initial Lessee, or its assigns c� DATE:- This letter is given to (.....Initial Lessee....) as an acknowledgement in regard to the affordable Workforce Housing Unit that I am renting. I hereby acknowledge the following: E That I meet the requirements set forth in the Lease and Workforce Housing Restrictions for this property to rent an affordable Workforce Housing Unit. I understand that the unit I am renting is being rented to me at a price restricted below fair market value for my, future similarly situated persons and Monroe County's benefits. • That the Workforce Housing Unit that I am renting is subject to a 99-year ground lease by and between Monroe County, a political subdivision of the State of Florida, and (hereinafter"Lease"). 0 That my legal counsel, . has explained to me the terms and conditions of the Lease, including without limitation the meaning of the terms "Workforce Housing Restrictions" and other legal documents that are part of this transaction. If I have not had legal counsel, I state here that I have had an opportunity to have obtain such counsel, understand its importance, and have knowingly proceeded without it. • That I understand the terms of the Lease and Workforce Housing Restrictions and how the terms and conditions set forth therein will affect my rights, now and in the future. o That I agree to abide by the Lease and Workforce Housing Restrictions, as defined in the Lease, and I understand and agree for myself and my successors in interest that Monroe County and State of Florida state agencies may change some of the Workforce Housing Restrictions over the , 99-year term of the Lease and that I will be expected to abide by any such changes. That I understand and agree that one of the goals of the Lease is to keep cm the Workforce Housing unit affordable and exclusively used for said purposes and I support this goal. • I must comply with the requirements set forth in the Lease. o I am prohibited from severing the improvements from the real property. ® That my family and I must occupy the Workforce Housing Unit and that it cannot be rented to third parties without the express written approval of the Lessor. Page 48 of 49 Packet Pg. 1293 D.7.b o That I have reviewed the terms of the Lease and Workforce Housing Restrictions, and that I consider said terms fair and necessary to preserve the Workforce Housing Unit. Signatory(Printed Name) Signatory (Printed Name) a 0 Signatory(Signature) Signatory(Signature) 0 STATE OF. COUNTY OF 0 The foregoing instrument,Letter of Acknowledgment,was attested before me this. .- day of 20 , by and by °0 as who is/are personally known to me or produced as proof of identification and did take an oath. Notary Public(Print Name and Notary No.) Notary Public Seal a 2 Notary Public(Signature) CM CD Page 49 of 49 Packet Pg. 1294 D.7.c Complete RFA as modified on 7-19-19 REQUEST FOR APPLICATIONS 2019-101 �a E U) 0 0 COMMUNITY DEVELOPMENT BLOCK GRANT — DISASTER RECOVERY 0 0 0 FINANCING FOR WORKFORCE HOUSING FOR HURRICANE RECOVERY 0 IN MONROE COUNTY 0 a 2A 0 Issued By: FLORIDA HOUSING FINANCE CORPORATION 0 E 4- Issued:July 2,2019 Due:August 6,2019 a 0 Page 1 of 115 RFA 2019-101 Packet Pg. 1295 D.7.c Complete RFA as modified on 7-19-19 SECTION ONE INTRODUCTION U, 0 Under this Request For Applications (RFA), an estimated $25 million Community Development Block Grant—Disaster Recovery(CDBG-DR) Program funding will be made available for construction of Workforce Housing (Development Funding) in Monroe County, PLUS an additional $10 million in CDBG- U DR Funding will be made available for acquiring land for those Developments that help address the 0 unmet Workforce Housingneed in Monroe Count Land Acquisition Program Funding). If applying as a Y( q 8 8)• Priority I or Priority II Application, land must remain affordable in Perpetuity. o 0 Applicants that are selected to receive funding will be invited to enter credit underwriting and will be 0 expected to complete the credit underwriting process, including Board approval of the credit underwriting report, and execute a written agreement within 12 months of the date of the invitation to enter credit underwriting. 0 Florida Housing Finance Corporation, herein afterwards referred to as 'the Corporation', is soliciting applications from qualified Applicants in accordance with the terms and conditions of this RFA, the 2018 State of Florida Action Plan for Disaster Recovery,the Department of Economic Opportunity's (DEO) Workforce Housing Program Designs and Guidebooks, inclusive of all Exhibits, applicable laws, rules and 0 regulations, relevant Federal Notices, Rule Chapters 67-53, F.A.C. and 67-60, F.A.C., and the Corporation's generally applicable construction and financial standards. o p g Y pp SECTION TWO DEFINITIONS Capitalized terms within this RFA shall have the meaning as set forth within this RFA, in Exhibit B, and Rule Chapters 67-53, F.A.C., and 67-60, F.A.C., or in applicable federal regulations. SECTION THREE o PROCEDURES AND PROVISIONS Unless otherwise stated within the RFA, the Application package,forms and other information related to this RFA may be found on the RFA Website at https://www.floridahousing.org/programs/developers- multifamily-programs/competitive/2019/2019-101 (also available by clicking here . 4- A. Submission Requirements 1. Application Deadline The Application Deadline is 3:00 p.m., Eastern Time, on August 6, 2019. 2. Completing the Application Package a. Downloading and completing the documents provided by the Corporation o Download and complete the following documents found on the RFA Website: (1) The Application (Exhibit A of the RFA); Page 2 of 115 RFA 2019-101 Packet Pg. 1296 D.7.c Complete RFA as modified on 7-19-19 (2) The Development Cost Pro Forma; and �a E U) (3) The CDBG-DR Principals of the Applicant and Developer(s) Disclosure Form (Form Rev. 06-19) ("Principals Disclosure Form"). A Principals Disclosure Form that was approved during the Advance Review Process, which is described in Section Four A.3.c. of the RFA, may be used to 0 satisfy this requirement. 0 The download process may take several minutes. Applicants should save these three documents with a file name that is unique to the specific Application. 4- 0 b. Creating the All Attachments Document In addition to the three documents described in a. above, the Application Package also includes one copy consisting of all of the applicable completed Attachments described in the RFA("All Attachments Document"). Compile all of the attachments described in the RFA into one pdf file separated 2 a� by pages labeling each Attachment to create the All Attachments Document. This may be accomplished by merging the documents using a computer program such as Adobe Acrobat Pro or by scanning all of the attachments together. Note: The Corporation has provided sample pages that may be used to separate the attachments on the RFA Website. If any of the attachments are not applicable,the Applicant should insert a page stating "Not Applicable" behind the separation page. 3. Uploading the Application Package 0 The Application Package consists of Exhibit A,the Development Cost Pro Forma,the Principal Disclosure Form, and the All Attachments Document. To upload the Application Package: a. Go to the RFA Website. b. Click the link to login and upload the Application Package. Note: A username and password must be entered. If the Applicant has not previously created a username and password,the Applicant will need to create one prior to the upload process. CM C. After successfully logging in, click"Upload Application Package." Enter the Development Name and click "Browse"to locate the following completed documents saved on the Applicant's computer: 0 (1) The Application (Exhibit A) in Word format; (2) The Development Cost Pro Forma in Excel format; Page 3 of 115 RFA 2019-101 Packet Pg. 1297 D.7.c Complete RFA as modified on 7-19-19 (3) The Principals Disclosure form in Excel format. (If the Applicant E received an approved Principals Disclosure Form through the Advance ) Review Process, the approved form is what should be uploaded); (4) The All Attachments Document in a pdf format. 0 The average file size is 1.0 MB and should take a moment or two to upload. 0 Larger files may take longer to upload. There is a file size limit of 15 MB, but this may be able to be reduced without reducing the number of pages submitted. Examples of factors that affect file size include the resolution of the scanner or scanning the documents in color or as a graphic/picture. U) d. After the four documents are displayed in the Upload webpage, click"Upload Selected Files"to electronically submit the documents to the Corporation by the Application Deadline. Then the Uploaded Application (consisting of all four documents comprising the Application Package), and its assigned Response Number will be visible in the first column. ° 2 Note: If the Applicant clicks "Delete" prior to the Application Deadline,the Application will no longer be considered a Submitted Application and the Applicant will be required to upload the Application Package again in order for these documents to be considered an Uploaded Application. This will generate a new Response Number. 4. Submission to the Corporation By the Application Deadline, provide to the Corporation the following: a. A sealed package containing a printed copy of the final Application Package housed in a 3-ring-binder with numbered divider tabs for each attachment. The final assigned Response Number should be reflected on each page of the printed copy of the Application Package; and b. The required non-refundable Application fee, payable to Florida Housing Finance Corporation (check or money order only). • The Application Fee for Priority I Applications is$1,500. • The Application fee for Priority II and III Applications is$3,000. The Applicant should label the outside of the shipping box with the applicable RFA CM number.The Corporation will not consider faxed or e-mailed Applications. 4-2 After 3:00 p.m., Eastern Time, on the Application Deadline, each Application for which a hard copy, an electronically submitted copy, and the Application Fee are received by the Application Deadline will be assigned an Application number. In addition, these Applications will be assigned a lottery number by having the Corporation's internal auditors run the total number of Applications received through a random number generator program. Page 4 of 115 RFA 2019-101 Packet Pg. 1298 D.7.c Complete RFA as modified on 7-19-19 The printed copy of the Application Package must be addressed to: E U) Marisa Button 0 Director of Multifamily Allocations Florida Housing Finance Corporation 227 N. Bronough Street, Suite 5000,Tallahassee, FL 32301 U If the hard copy of the Application Package is not identical to the electronically r_ submitted Application Package, the electronically submitted Application Package will be utilized for scoring purposes. 4- 4) Pursuant to subsection 67-60.004(2), F.A.C., any Applicant may request withdrawal of its Application from a competitive solicitation by filing a written notice of withdrawal with the Corporation Clerk. For purposes of the funding selection process,the Corporation shall not accept any Application withdrawal request that is submitted between 5:00 p.m., Eastern Time, on the last business day before the date the Review Committee meets to make its recommendations until after the Board has taken action on the 2 Review Committee's recommendations, and such Application shall be included in the funding selection process as if no withdrawal request had been submitted. Any funding or allocation that becomes available after such withdrawal is accepted shall be treated as Returned Funding and disposed of according to Section Five B. of the RFA. B. This RFA does not commit the Corporation to award any funding to any Applicant or to pay any costs incurred in the preparation or delivery of an Application. C. Florida Housing reserves the right to: 1. Waive Minor Irregularities; and 2. Accept or reject any or all Applications received as a result of this RFA. D. Any interested party may submit any inquiry regarding this RFA in writing to the Director of Multifamily Allocations via e-mail at RFA_2019-101_Questions@floridahousing.org (also accessible by clicking here)with "Questions regarding RFA 2019-101" as the subject of the email. All inquiries are due by 5:00 p.m., Eastern Time, on Tuesday,July 23, 2019. Phone calls or written inquiries other than at the above e-mail address will not be accepted.The Corporation expects to respond to all inquiries b 5:00 m. Eastern Time on Friday,Jul 26 2019 and will p p q Y p• Y, Y post a copy of all inquiries received, and their answers, on the RFA Website. The Corporation will also send a copy of those inquiries and answers in writing to any interested party that requests a copy.The Corporation will determine the method of sending its answers, which may include regular United States mail, overnight delivery, fax, e-mail, or any combination of the4-2 above. No other means of communication, whether oral or written, shall be construed as an official response or statement from the Corporation. E. Any person who wishes to protest the specifications of this RFA must file a protest in compliance with Section 120.57(3), Fla. Stat., and Rule Chapter 28-110, F.A.C. Failure to file a protest within the time prescribed in Section 120.57(3), Fla. Stat., shall constitute a waiver of proceedings under Chapter 120, Fla. Stat. Page 5 of 115 RFA 2019-101 Packet Pg. 1299 D.7.c Complete RFA as modified on 7-19-19 F. By submitting this Application, including all applicable attachments thereto, each Applicant CD E agrees to the terms and conditions outlined in the RFA and certifies that: U, 0 1. Public Records. Any material submitted in response to this RFA is a public record pursuant to Chapter 119, Fla. Stat. Per Section 119.071(1)(b)2.,the sealed Applications received by the Corporation are exempt from disclosure until such time as the Board 0 provides notice of an intended decision or until 30 Calendar Days after the opening of 0 the sealed Applications, whichever is earlier. 0 2. Noninterference. At no time during the review and evaluation process, commencing with the Application Deadline and continuing until the Board renders a final decision on - the RFA, may Applicants or their representatives contact Board members or Corporation staff, except Corporation legal staff, concerning their own or any other Applicant's Application. If an Applicant or its representative does contact a Board or staff member in violation of this section,the Board shall, upon a determination that such contact was made in an attempt to influence the selection process, disqualify the Application. 3. Requirements. Proposed Developments funded under this RFA will be subject to the requirements of the RFA, the 2018 State of Florida Action Plan for Disaster Recovery including subsequent Substantial and Technical Amendments, inclusive of all Exhibits, the Application requirements outlined in Rule Chapter 67-60 F.A.0 and the Compliance o requirements of Rule Chapter 67-53, F.A.C. 4. Modifications. Any modifications that occur to the Request for Application will be posted on the web site and may result in an extension of the deadline. It is the responsibility of the Applicant to check the website for any modifications prior to the Application Deadline. G. The Corporation expects to select one or more Applications to award the funding contemplated by this RFA. Any such Applications will be selected through the Corporation's review of each o Application, considering the factors identified in this RFA. SECTION FOUR INFORMATION TO BE PROVIDED IN APPLICATION E Provided below are the instructions to be used in completing Exhibit A of this RFA. Unless stated otherwise, all information requested in the RFA pertains to the Development proposed in this Application. A. Exhibit A Items cm 1. Required Certification and Acknowledgement a. Applicant Certification and Acknowledgement form 0 An Applicant Certification and Acknowledgement form, executed by the Authorized Principal Representative, must be included as Attachment 1 to Exhibit A to indicate the Applicant's certification and acknowledgement of the provisions and requirements of the RFA. The Applicant Certification and Acknowledgement form is provided on the RFA Page 6 of 115 RFA 2019-101 Packet Pg. 1300 D.7.c Complete RFA as modified on 7-19-19 Website. Note: If any version of the Applicant Certification and Acknowledgement form CD E other than the version included in this RFA,the form will not be considered. U, 0 b. Land Owner Certification and Acknowledgement form (Priority I and II Applications only) To be considered a Priority I or 11 Application, a Land Owner Certification and 0 Acknowledgement form, executed by the Authorized Land Owner Representative, must 0 be included as Attachment 1 to Exhibit A to indicate the Land Owner's certification and r_ acknowledgement of the provisions and requirements of the RFA. The Land Owner o Certification and Acknowledgement form is provided on the RFA Website. 4- 0 2. Demographic Commitment The Demographic Commitment must be Workforce households at or below 80%of the Area Median Income, serving general occupancy. 0 3. Applicant/Developer/Management Company/Contact Person ° 2 a. Applicant Information (1) State the name of the Applicant entity and select the type of organizational structure of the Applicant. (2) State whether the Application qualifies as Priority 1, 11 or Ill. If no selections are made,the Application will be deemed a Priority Ill Application. If the Application is a Priority I or 11 Application, state the name of the Local Government, Public Housing Authority, Land Authority, or Community Land Trust ("Land Owner")for use in the Land Owner Award Tally.The Land Owner will be the recipient of the amount of CDBG-DR Funding needed for land o acquisition when land acquisition costs are part of the Development Cost of any Priority I Applications and Priority 11 Applications. This will be regardless of whether the Application is awarded both Land Acquisition Funding and Development Funding or only Development Funding. The affordable housing Development must be owned by the Applicant. (a) Priority I Applications Qualifications (i) Applicant Structure The Applicant entity is a Local Government, a Public Housing Authority, Land Authority, or Community Land Trust as defined in Exhibit B; OR o The Applicant entity is Single Purpose Legal Entity that is a joint venture with a Local Government, a Public Housing Authority, Land Authority, or Community Land Trust serving as Land Page 7 of 115 RFA 2019-101 Packet Pg. 1301 D.7.c Complete RFA as modified on 7-19-19 Owner AND the Single Purpose Legal Entity meets the definition �a E of a 100% Non-Profit Entity as defined in Exhibit B. If the Local U, Government, Public Housing Authority, Land Authority, or Community Land Trust is in the Applicant ownership structure, it may or may not be the same Local Government, Public Housing Authority, Land Authority, or Community Land Trust C) that is the Land Owner.The Land Owner is not required to be a part of the Applicant entity. The joint venture relationship will be demonstrated through the Land Owner Certification form and the site control documents. 0 (ii) Ownership of Land A Local Government, Public Housing Authority, Land Authority, or Community Land Trust holds 100 percent ownership in the land ("Land Owner"). Note: The Land Owner will be the recipient of the amount of CDBG-DR Funding needed for land acquisition when land 0 acquisition costs are part of the Development Cost of any Priority I Applications and Priority II Applications. This will be regardless of whether the Application is awarded both Land Acquisition Funding and Development Funding or only Development Funding. State the name of the Local Government, Public Housing Authority, Community Land Trust, or Land Authority that will be the Land Owner. This will be used to describe the Land Owner 2 Award Tally described in the Funding Selection Process and, if 0 applicable, will be the recipient of the Land Acquisition Funding. If the Community Land Trust is the Land Owner, the Community Land Trust must demonstrate that it qualifies as a Community Land Trust by providing the following as Attachment 2: E • The Community Land Trust must provide its Articles of 4- Incorporation or Bylaws demonstrating it has existed since June 28, 2018 or earlier and that a purpose of the Community Land Trust is to preserve affordable housing; and CM • The Community Land Trust must provide a list of at least two Developments and/or a list of units or parcels of land that equals at least 50 percent of the units in the proposed Development that the Community Land Trust has owned or developed. If the list consists of Developments, at least one Development must consist of at least 50 percent of the units in the proposed Development. Page 8 of 115 RFA 2019-101 Packet Pg. 1302 D.7.c Complete RFA as modified on 7-19-19 (iii) Affordable into Perpetuity E U) The proposed Development must be affordable in Perpetuity. For purposes of this RFA, Perpetuity means 99 years or more. (iv) Funding U • Development Funding - Must apply for Development r_ Funding. The maximum request is the lesser of$8,000,000 or Total Maximum Per Unit CDBG-DR Rental FHFC Subsidy Limit for Monroe County. 0 U) • Land Acquisition Program Funding— Priority I Applications that include any costs for land acquisition must request up to $5,000,000 in Land Acquisition Program Funding to pay for land acquisition costs. The Land Acquisition Program Funding Request Amount must meet the following criteria: (i)the land acquisition expenses must be stated on the Development Cost Pro Forma; (ii) the Land Acquisition 0 Program Funding Request Amount must be$5,000,000 or less; (iii) if the land acquisition expenses stated on the Development Cost Pro Forma exceed $5,000,000,then non- CDBG-DR sources must be demonstrated on the Development Cost Pro Forma to pay for the land acquisition expenses that exceed $5,000,000; (iv) the site control documentation must include an appraisal as further outlined in Section Four, A.7.a. of this RFA. All Priority I M Applicants must commit to making the land affordable into 2 Perpetuity. 0 (v) Selection Process Eligible Priority I Applications will be selected for funding first and will continue to be selected for funding if Applications can be fully funded. Priority 11 or III Applications will not be selected for funding unless there is funding remaining and no eligible Priority I Applications can be fully funded. If the Land Acquisition Program Funding is depleted and eligible Priority I Applications remain, Priority I Applications may be fully funded from Development Program Funding, if(i)the total request in funding is$8 million or less, and (ii) enough funding remains in the Development Program Funding to fully fund the Application. 0 (b) Priority 11 Applications Qualifications Page 9 of 115 RFA 2019-101 Packet Pg. 1303 D.7.c Complete RFA as modified on 7-19-19 (i) Applicant Structure CD E U) The Applicant entity is Single Purpose Legal Entity that is a joint venture with a Local Government, a Public Housing Authority, Land Authority, or a Community Land Trust serving as Land Owner AND a Single Purpose Legal Entity that includes a For U Profit Entity as defined in Exhibit B. If the Local Government, Public Housing Authority, Land Authority, or Community Land Trust is in the Applicant ownership structure, it may or may not be the same Local Government, Public Housing Authority, Land Authority, or Community Land Trust that is the Land Owner.The 0 Land Owner is not required to be a part of the Applicant entity. The joint venture relationship will be demonstrated through the Land Owner Certification form and the site control documents. 0 (ii) Ownership of Land A Local Government, Public Housing Authority, Land Authority, or Community Land Trust holds 100 percent ownership in the land ("Land Owner"). 0 Note: The Land Owner will be the recipient of the amount of CDBG-DR Funding needed for land acquisition when land acquisition costs are part of the Development Cost of any Priority I Applications and Priority II Applications. This will be regardless of whether the Application is awarded both Land Acquisition Funding and Development Funding or only Development Funding. State the name of the Local Government, Public Housing Authority, Community Land Trust, or Land Authority that will be the Land Owner. This will be used to describe the Land Owner Award Tally described in the Funding Selection Process and, if applicable, will be the recipient of the Land Acquisition Funding. E If the Community Land Trust is the Land Owner, the Community Land Trust must demonstrate that it qualifies as a Community Land Trust by providing the following as Attachment 2: • The Community Land Trust must provide its Articles ofCM Incorporation or Bylaws demonstrating it has existed since June 28, 2018 or earlier and that a purpose of the Community Land �s Trust is to preserve affordable housing; and • The Community Land Trust must provide a list of at least two 0 Developments and/or a list of units or parcels of land that equals at least 50 percent of the units in the proposed Development that the Community Land Trust has owned or developed. If the list consists of Developments, at least one Page 10 of 115 RFA 2019-101 Packet Pg. 1304 D.7.c Complete RFA as modified on 7-19-19 Development must consist of at least 50 percent of the units in the proposed Development 0 (iii) Affordable into Perpetuity The proposed Development must be affordable in Perpetuity. 0 For purposes of this RFA, Perpetuity means 99 years or more. 0 0 (iv) Funding • Development Funding- Must apply for Development 0 Funding. The maximum request is the lesser of$8,000,000 U) or Total Maximum Per Unit CDBG-DR Rental FHFC Subsidy Limit for Monroe County. 0 • Land Acquisition Program Funding— Priority II Applications that include any costs for land acquisition must request up to $5,000,000 in Land Acquisition Program Funding to pay for land acquisition costs. The Land Acquisition Program Funding Request Amount must meet the following criteria: (i)the land acquisition expenses must be stated on the Development Cost Pro Forma; (ii) the Land Acquisition Program Funding Request Amount must be$5,000,000 or less; (iii) if the land acquisition expenses stated on the Development Cost Pro Forma exceed $5,000,000,then non- e� CDBG-DR sources must be demonstrated on the Development Cost Pro Forma to pay for the land acquisition expenses that exceed $5,000,000; (iv) the site control 2 documentation must include an appraisal as further 0 outlined in Section Four, A.7.a. of this RFA.. All Priority II Applicants must commit to making the land affordable into Perpetuity. (v) Selection Process E Eligible Priority II Applications will be selected for funding after all Priority I Applications that can be fully funded are selected. Priority II Applications will continue to be selected for funding if Applications can be fully funded. Priority III Applications will not be selected for funding unless there is funding remaining and no eligible Priority I or II Applications can be fully funded. If the Land Acquisition Program Funding is depleted and eligible Priority II Applications remain, Priority II Applications may be fully funded from Development Program Funding, if(i)the total request in funding is$8 million or less, and (ii) enough funding remains in the Development Program Funding to fully fund the Application. a, Page 11 of 115 RFA 2019-101 Packet Pg. 1305 D.7.c Complete RFA as modified on 7-19-19 (c) Priority III Application Qualifications Ca E U) All Applications that are not otherwise deemed a Priority I or Priority II Application will be deemed a Priority III Application. (i) Affordability Period 0 50 years r_ 0 (ii) Funding 0 4- • Development Funding—All Applicants must apply for Development Funding. The maximum request amount is the lesser of$8,000,000 or Total Maximum Per Unit CDBG- DR Rental FHFC Subsidy Limit for Monroe County(which 0 may include land acquisition expenses not eligible for Land Acquisition Program Funding). a 2 • Land Acquisition Program Funding— Priority III Applicants are not eligible for Land Acquisition Program Funding. 0 (iii) Selection Process Eligible Priority III Applications will be selected for funding after all Priority I and II Applications that can be fully funded are selected. Priority III Applications will continue to be selected for funding if the Application can be fully funded. (3) If the Applicant is a Single Purpose Legal Entity,the Applicant must be a legally formed entity [i.e., limited partnership, limited liability company, etc.] qualified to do business in the state of Florida as of the Application Deadline. Evidence from the Florida Department of State, Division of Corporations, that the Applicant satisfies the foregoing requirements must be included as Attachment 2 to Exhibit A. Such evidence may be in the form of a certificate of status or other reasonably reliable information or documentation issued, published or made available by the Florida Department of State, Division of Corporations. (4) Non-Profit Application (a) Non-Profit Application Qualifications State whether the Applicant meets the definition of a Non-Profit Entity as stated in Exhibit B for purposes of this RFA. To qualify (i)the question in Exhibit A must be answered demonstrating that the Applicant meets the definition of Non-Profit as set out in Exhibit B; and 0 (ii) the required information stated below is provided. Provide the following information for the Non-Profit entity that meets the definition stated in Exhibit B as Attachment 3: Page 12 of 115 RFA 2019-101 Packet Pg. 1306 D.7.c Complete RFA as modified on 7-19-19 (i) The IRS determination letter; Ca E U) (ii) The names and addresses of the members of the governing board of the Non-Profit entity; and (iii) The articles of incorporation demonstrating that one of the 0 purposes of the Non-Profit entity is to foster low-income 0 housing. 0 Any Applicant that applies as a Non-Profit but is not considered a Non- Profit will still be eligible for funding as a for profit entity. 0 U) (b) 100% Non-Profit Application Qualifications State whether the Applicant also meets the definition of a 100% Non- 0 Profit Entity as stated in Exhibit B for purposes of this RFA. To qualify(i) the question in Exhibit A must be answered demonstrating that the Applicant meets the definition of 100% Non-Profit as set out in Exhibit B; and (ii)the required information stated above is provided. The Applicant's Non-Profit and 100% Non-Profit status will be verified during credit underwriting. If this cannot be verified,the Applicant will no longer be considered a Non-Profit Applicant and/or 100% Non-Profit Applicant and funding awarded under this RFA may be rescinded. b. General Developer Information (1) State the name of each Developer, including all co-Developers. A developer is any individual, association, corporation,joint venture, governmental _ organization or partnership which possesses the skill, experience, and credit worthiness to successfully produce affordable housing as required in the Application. (2) Each Developer entity identified (that is not a natural person, Local Government, Public Housing Authority, or Land Authority) must be a legally formed entity qualified to do business in the state of Florida as of the Application Deadline. For each stated Developer entity(that is not a natural person, Local Government, Public Housing Authority, or Land Authority), provide, as Attachment 4 to Exhibit A, evidence from the Florida Department of State, Division of Corporations, that the Developer satisfies the foregoing CM requirements. Such evidence may be in the form of a certificate of status or other reasonably reliable information or documentation issued, published or made available by the Florida Department of State, Division of Corporations. (3) Affordable Housing Experience 0 To qualify for this funding preference, at least one natural person Principal of the Developer entity, or if more than one Developer entity, at least one natural person Principal of at least one of the Developer entities, must demonstrate Page 13 of 115 RFA 2019-101 Packet Pg. 1307 D.7.c Complete RFA as modified on 7-19-19 experience in the completion; (i.e., the certificate of occupancy has been issued CD E for at least one building), of at least one affordable rental housing development U, consisting of a total number of units no less than 50 percent of the total number of units in the proposed Development. This must be demonstrated by providing as Attachment 4 to Exhibit A, a prior experience chart. The individual meeting the required experience must be disclosed as a Principal of the Developer on o to the Principals Disclosure Form. If providing experience acquired from a previous affordable housing Developer entity, the person stated in the chart below must have been a Principal of that Developer entity as the term was defined at that o time. 0 0 The Developer experience chart must include the following information: Prior General Development Experience Chart 0 Name of the natural person Principal with the required experience: Name of Developer Entity(for the proposed Development)for which the above individual is a Principal: �g Name of Location Federal Program that Total Year Federal Programs such as 2 Development (City&State) Provided Financing Number Completed Davis Bacon requirements > (HOME forexample) of Units and Environmental Review requirements applied? (Y/N) �g 0 (4) Federal Funding Experience Preference Applications with less than 8 units will automatically qualify for the Federal Funding Experience Preference. 0 Applications with 8 or more units will qualify for the Federal Funding Experience Preference if at least one Principal of the Developer entity, or if more than one Developer entity, at least one Principal of at least one of the Developer entities, o demonstrates experience in the chart above in the completion; (i.e., the certificate of occupancy has been issued for at least one building), of at least one affordable rental housing development consisting of at least eight total units that was financed with federal funding and required all federal programs such as Davis Bacon requirements and Environmental Review requirements. C. Principals Disclosure for the Applicant and for each Developer (5 points) (1) Eligibility Requirements To meet the submission requirements, upload the CDBG-DR Principals of the Applicant and Developer(s) Disclosure Form (Form Rev. 06-19) ("Principals Disclosure Form") as outlined in Section Three above. To meet eligibility requirements, the Principals Disclosure Form must identify, as o of the Application Deadline, the Principals of the Applicant and each Developer as defined in Exhibit B and according to the disclosure requirements set forth below. Reminder:The Land Owner in Priority I and II Applications is not required to be a part of the Applicant entity. Page 14 of 115 RFA 2019-101 Packet Pg. 1308 D.7.c Complete RFA as modified on 7-19-19 Disclosing the Applicant Entity Principals on the Principal Disclosure Form, as �a defined in Exhibit 8: 0 (a) Disclose all of the Principals of the Applicant (first principal disclosure level).A Principal that is a Local Government or Land Authority need only be disclosed at the first principal disclosure level and no other 0 disclosure is required; 0 (b) Disclose all of the Principals of all the entities identified in paragraph (a) above (second principal disclosure level); 4- 0 (c) Disclose all of the Principals of all of the entities identified in paragraph (b) above (third principal disclosure level). Unless the entity is a trust, all of the Principals must be natural persons; and 0 (d) If any of the entities identified in (c) above are a trust, disclose all of the Principals of the trust(fourth principal disclosure level), all of whom must be natural persons. Disclosing the Developer Principals on the Principal Disclosure Form, as defined in Exhibit 8: (a) Disclose all of the Principals of the Developer (first principal disclosure level); and (b) Disclose all of the Principals of all the entities identified in paragraph (a) above (second principal disclosure level). The Principals Disclosure Form is available on the RFA Website. 0 (2) Point Item 5 points will be awarded if the uploaded Principal Disclosure Form was stamped "Approved" during the Advance Review Process provided it is still correct as of Application Deadline. The Advance Review Process for Disclosure of Applicant and Developer Principals is available on the RFA Website and also includes samples which may assist in completing the required Principals Disclosure Form. Note: It is the sole responsibility of the Applicant to review the Advance Review Process procedures and to submit any Principals Disclosure Form for review in a CM timely manner in order to meet the Application Deadline. 4-2 (3) For purposes of the following, a material change shall mean 33.3 percent or more of the Applicant, a general partner of the Applicant, or a non-investor member of the Applicant, and a non-material change shall mean less than 33.3 percent of the Applicant, a general partner of the Applicant, or a non-investor member of the Applicant, or 33.3 percent or more of the Land Owner. Page 15 of 115 RFA 2019-101 Packet Pg. 1309 D.7.c Complete RFA as modified on 7-19-19 The name of the Applicant or Land Owner entity stated in the Application may CD E be changed only by written request to Corporation staff and approval of the U, Board after the Applicant has been invited to enter credit underwriting. The Applicant entity, and if applicable, Land Owner entity, shall be the borrowing entity and cannot be changed in any way(materially or non- 0 materially) until after loan closing. After loan closing, (a) any material change 0 will require review and approval of the Credit Underwriter, as well as approval of the Board prior to the change, and (b) any non-material change will require review and approval of the Corporation, as well as approval of the Board prior to the change. Changes to the Applicant or Land Owner entity(material or non- 0 material) prior to the loan closing or without Board approval after the loan closing may result in disqualification from receiving funding and may be deemed a material misrepresentation. Changes to the officers or directors of a Public Housing Authority, office or directors of a Non-Profit entity, Local Government, Land Authority or the investor limited partner of an Applicant limited partnership or the investor-member of an Applicant limited liability company 2 owning the syndicating interest therein will not result in disqualification. The Principals of each Developer identified in the Application, including all co- Developers, may be changed only by written request to Corporation staff and approval of the Board after the Applicant has been invited to enter credit underwriting. In addition, any allowable replacement of an experienced Principal of a Developer entity must meet the experience requirements that were met by the original Principal. d. General Management Company (1) Required for all Developments 0 Provide the name of the General Management Company for the Development. Note: If selected for funding, the Corporation must approve the selection or replacement of a management company prior to such company assuming E responsibility for the Development, using the following criteria: 4- • Evidence of authorization to conduct business in the State of Florida. • Real estate licensure as required under Chapter 475, Florida Statutes • Review of company information including resumes of key management 4-2 personnel, management experience, and operating procedures. • Review of company forms such as application for apartment residence, income verification forms, lease, etc. • Key management company representatives must attend a Corporation compliance training workshop. Such workshops are posted on the webpage Page 16 of 115 RFA 2019-101 Packet Pg. 1310 D.7.c Complete RFA as modified on 7-19-19 https://www.floridahousing.org/owners-and CD - manaEers/compliance/compliance-training E 0 (2) Required for Developments consisting of more than 25 units If the Development consists of more than 25 units,Applicants must 0 demonstrate that the listed Management Company has experience in the 0 management of at least two affordable rental housing properties (i.e., properties funded through an affordable housing program such as Housing o Credits,Tax-Exempt Bonds, HOME, SAIL, etc.), at least one of which consists of a total number of units no less than 50 percent of the total number of units in the - proposed Development, for at least two years each. Provide, as Attachment 5, the required prior experience chart for the Management Company or a principal of the Management Company reflecting the required information. 0 The prior experience chart must include the following information: Prior General Management Experience Chart 2 a� 4) Name of Management Company or a Principal of the Management Company with the Required Experience: Name of Location Currently Managing Length of Time Total Development (City&State) or (Numberof Number Formerly Managed Years) of Units e. Contact Person (1) Enter the information for the required Authorized Principal Representative. The Authorized Principal Representative (a) must be a natural person Principal of the Applicant listed on the Principal Disclosure Form; (b) must have signature authority to bind the Applicant entity; (c) must sign the Applicant Certification o and Acknowledgement form submitted in this Application; (d) must sign the Site Control Certification form submitted in this Application; and (e) if funded, will be the recipient of all future documentation that requires a signature. (2) A separate Operational Contact Person may be included, if desired. If provided, the Operational Contact Person will be the recipient of any general 4- correspondence associated with the Development activities that does not require a signature. If an Operational Contact Person is not provided, the Authorized Principal Representative will be the recipient of any such documentation. cm 4. General Proposed Development Information a. State the name of the proposed Development. 0 b. Development Category must be new construction, with or without acquisition. All units must consist entirely of new construction units. Rehabilitation of existing units is not allowed. Demolition of current structures is allowed, subject to Davis Bacon regulations. Page 17 of 115 RFA 2019-101 Packet Pg. 1311 D.7.c Complete RFA as modified on 7-19-19 C. Development Type a E U) Select the Development Type for the proposed Development. For mixed-type Developments, indicate the type that will comprise the majority of the units in the Development. 0 • Single Family Homes including modular homes that are installed by certified contractors • Garden Apartments (a building comprised of 1, 2 or 3 stories, with or without an elevator) 0 • Duplexes 0 • Quadraplexes U' For purposes of determining the number of stories, each floor in the building(s) should be counted regardless of whether it will consist of retail, parking, or residential. 0 d. Resiliency Preference (1) Applications that select the Single Family Homes Development Type will automatically qualify for the Resiliency Preference. (2) To qualify for the Resiliency Preference by qualifying for"Enhanced Structural Systems Construction" or"ESS Construction",the proposed Development must meet at least one of the specifications listed below. For all buildings all of the following structural elements must consist of 100 percent poured concrete/masonry, 100 percent steel, or a combination adding up to 100 percent of concrete/masonry and steel, as verified during credit underwriting: all exterior walls and other external load-bearing elements, as 2 well as the floor of the lowest story of the building that contains residential, 0 commercial or storage space (other than parking), and any under-floor/under- ground supports for that lowest story's floor. For the purposes of determining "ESS Construction,"there is no requirement regarding the materials to be used in the roof of the building. These qualifying criteria specifically exclude face brick or brick veneer from qualifying as ESS Construction for purposes of this RFA unless the proposed Development otherwise meets the requirements in (1) or(2) above. For purposes of this RFA, the Corporation will consider an Application to meet the ESS Construction Requirement if the answer to question 4.d. of Exhibit A is "Yes."This will be verified during the credit underwriting process. If this cannot be verified the Development will no longer be considered ESS Construction, and funding awarded under this RFA may be rescinded. e. State whether construction has commenced as of Application Deadline. Note: If"Yes", all rules and regulations in Item 5 of Exhibit C,which includes cross-cutting Federal Regulations, will apply. Page 18 of 115 RFA 2019-101 Packet Pg. 1312 D.7.c Complete RFA as modified on 7-19-19 5. Location of Proposed Development E U) a. County This RFA is open only to Developments located in Monroe County, excluding the portion of Monroe County included within the designated exterior boundaries of the Everglades 0 National Park and areas north of said Park. 0 b. Provide the Address of the Development site Indicate (1)the address number, street name, and name of city, and/or(2)the street name, closest designated intersection, and either name of city or unincorporated area U) of county. If the proposed Development consists of Scattered Sites, this information must be provided for each of the Scattered Sites. 0 C. State whether the Development consists of Scattered Sites. If the proposed Development consists of Scattered Sites, the following conditions must be met: (1) Site control and Ability to Proceed must be demonstrated in the Application for all Scattered Sites; and (2) All Scattered Sites must be located within Monroe County excluding the portion of Monroe County included within the designated exterior boundaries of the Everglades National Park and areas north of said Park. 0 d. Latitude/Longitude Coordinates Provide latitude and longitude coordinates for each site including, if applicable, each of o the Scattered Sites, stated in decimal degrees, rounded to at least the sixth decimal place. Note: 30.443900, -84.283960 is an example of decimal degrees format, represented to six decimal places. E 6. Number of Units and Buildings a. State the total number of units in the proposed Development. All proposed Developments must consist of a minimum of 5 total units. There is no maximum number of units. Note: A single family home is considered one unit. Note:The total number of units stated in the Application may be increased after the Applicant has been invited to enter credit underwriting, subject to written request of an Applicant to Corporation staff and approval of the Corporation. b. Set-Aside Commitments (1) Workforce Units Page 19 of 115 RFA 2019-101 Packet Pg. 1313 D.7.c Complete RFA as modified on 7-19-19 CD E The Applicant must commit to set aside 100 percent of the total units at or U, below 80 percent Area Median Income (AMI). (2) Extremely Low-Income (ELI) Set-Aside Units 0 0 At least 10 percent of the total units must be set-aside at or below 25 percent AMI as Extremely Low-Income (ELI) Set-Aside Units. 0 (3) Link Units for Persons with Special Needs 0 All Developments must commit to set-aside at least 50 percent of the ELI Set- Aside units (i.e., at least 5 percent of the total units) as Link Units for Persons with Special Needs. 0 At least one member of each Link unit's household shall be referred by a Special Needs Household Referral Agency(Referral Agency) with which the owner executes a Link Memorandum of Understanding(MOU) approved by the > Corporation. The current list of designated Special Needs Household Referral Agencies for each county is published on the Corporation's Website at http://apps.floridahousing.org/StandAlone/SpecialNeeds/ContentPage.aspx?PA GE=Link%20lnitiative%20Page (also accessible by clicking here). The Applicant must execute a Link Memorandum of Understanding (MOU)with at least one of the Special Needs Household Referral Agencies serving Monroe County.The deadline for the Corporation's approval of the fully executed Link MOU will be stated in the invitation to enter credit underwriting. Additional requirements for the Link Units for Persons with Special Needs are _ described in Exhibit E of the RFA. C. Unit Mix Complete the Unit Mix Chart listing the total number of bedrooms per unit,the total number of bathrooms per unit (including half-baths, if applicable), the total number of units per bedroom type, and the number of units that are ELI Set-Aside units. All units in the proposed Development must be listed, including all manager/employee units, if applicable. No more than 25 percent of the total units may be comprised of Zero Bedroom units. If additional space is required, enter the information in the Addenda. Note: During credit underwriting, the credit underwriter will verify that the ELI Set-Aside units are distributed across the unit mix on a pro-rata basis. 0 d. State the anticipated number of residential buildings. Page 20 of 115 RFA 2019-101 Packet Pg. 1314 D.7.c Complete RFA as modified on 7-19-19 The number of residential buildings stated in the Application may be changed only by E written request to Corporation staff after the Applicant has been invited to enter credit U, underwriting. e. Compliance Period 0 (1) Compliance Requirement for Priority I and II Applications 0 0 The HUD affordability period requires units to be set aside for 20 years. By submitting its Application,the Applicant agrees and acknowledges that the proposed Development will include the required income and set-aside units committed to in the Application in Perpetuity. For purposes of this RFA, Perpetuity means at least 99 years. Applicant will be responsible for compliance monitoring fees for 50 years. 0 (2) Compliance Requirement for Priority III Applications The HUD affordability period requires units to be set aside for 20 years. The Corporation is adding 30 years of an extended affordability period to the HUD affordability period for Priority III Applications, for a total Set Aside Commitment of 50 years for Priority III Application. Applicant will be responsible for compliance monitoring fees for 50 years. Note: The Compliance Period committed to in this section includes the units set aside for the Demographic Commitments made in this RFA, which includes the commitments for Link Units and ELI Households. 0 7. Readiness to Proceed a. Site Control o The properly executed Site Control Certification form (Form Rev. 08-18) must be provided as Attachment 6 to demonstrate site control as of Application Deadline. Attached to the form must be documents that meet the conditions outlined below. The Site Control Certification form is provided on the RFA Website. E Note: The Corporation will not review the site control documentation that is submitted with the Site Control Certification form during the scoring process unless there is a reason to believe that the form has been improperly executed, nor will it in any case evaluate the validity or enforceability of any such documentation. During scoring, the Corporation will rely on the properly executed Site Control Certification form to determine whether an Applicant has met the requirement of this RFA to demonstrate site control.The Corporation has no authority to, and will not, evaluate the validity or enforceability of any eligible site control documentation that is attached to the Site Control Certification form during the scoring process. During credit underwriting, if it is o determined that the site control documents do not meet the above requirements,the Corporation may rescind the award. Priority I or II Applications seeking Land Acquisition Program Funding Requirements Page 21 of 115 RFA 2019-101 Packet Pg. 1315 D.7.c Complete RFA as modified on 7-19-19 The land must be affordable into Perpetuity. This RFA provides funding to purchase CD E land or provides reimbursement to Applicants that have purchased land since U, September 10, 2017, the date Hurricane Irma made landfall. No Affiliate or Principal of the Applicant or Developer seeking CDBG-DR Land Acquisition Program Funding reimbursement may have owned the land at any time prior to September 10, 2017. Note: There is no guarantee of funding or purchase reimbursement, even for Applicants to that are selected for funding.To be eligible for funding or reimbursement, other conditions such as an environmental review and approval during credit underwriting, among others, must be met. 0 Land Acquisition Program Funding for the future purchase of land 0 U) (1) The Site Control documentation must include an eligible contract with a Local Government, Public Housing Authority, Land Authority, or Community Land Trust as the buyer. An eligible contract must meet all of the following conditions: (a) It must have a term that does not expire before December 13, 2019 or that contains extension options exercisable by the purchaser and 0 conditioned solely upon payment of additional monies which, if exercised,would extend the term to a date that is not earlier than December 13, 2019; (b) It must specifically state that the buyer's remedy for default on the part of the seller includes or is specific performance; (c) The purchase price must be included; (d) The buyer must be the Local Government, Public Housing Authority, Land Authority, or Community Land Trust (designated "Land Owner"); and (e) The owner of the subject property must be the seller, or is a party to one or more intermediate contracts, agreements, assignments, options, or conveyances between or among the owner,the Applicant, or other parties,that have the effect of assigning the owner's right to sell the property to the seller. Any intermediate contract must meet the criteria for an eligible contract in (a) through (d) above. (2) The Site Control documentation must include an appraisal demonstrating that the appraised value of the land meets or exceeds the purchase price. The purchase price must be based on the post-disaster value of the land, consistent with applicable cost principals.The pre-disaster value may not be used.The Corporation may seek a re-appraisal by an independent third party if needed. If the appraisal demonstrates that the purchase price exceeds the fair market value, the only land costs that can be included in the Total Development Cost or awarded through Land Acquisition Funding will be the appraised value,which will be confirmed in credit underwriting; Page 22 of 115 RFA 2019-101 Packet Pg. 1316 D.7.c Complete RFA as modified on 7-19-19 CD E (3) For Applicants that are not also the Land Owner, include a lease between the U, Land Owner and the Applicant entity. The lease payments must equal $10 a year or less. The lease must have an unexpired term of at least 50 years after the Application Deadline. 0 to Land Acquisition Program Funding for reimbursement 0 (1) The Site Control documentation must include a deed or certificate of title AND a copy of the underlying purchase contract.The deed or certificate of title (in the event the property was acquired through foreclosure) must meet the following: 0 U) (a) The Deed must be recorded in Monroe County and show the Local Government, Public Housing Authority, Land Authority, or Community Land Trust as the sole Grantee; and ° 2 (b) A copy of the underlying purchase contract, executed no earlier than September 10, 2017. 0 (2) The Site Control documentation must include an appraisal demonstrating that the appraised value of the land meets or exceeds the purchase price. If the appraisal demonstrates that the purchase price exceeds the fair market value, the only land costs that can be included in the Total Development Cost or awarded through Land Acquisition Program Funding will be the appraised value, which will be confirmed in credit underwriting; (3) For Applicants that are not also the Land Owner, include a lease between the Land Owner and the Applicant entity. The lease payments must equal $10 a year or less. The lease must have an unexpired term of at least 50 years after the Application Deadline. Priority I and II Applications that are not seeking Land Acquisition Program Funding E The Local Government, Public Housing Authority, Land Authority, or Community Land Trust must already own the land and, if funded, the land must be affordable into Perpetuity. Applicants must demonstrate site control as of Application Deadline by providing the properly executed Site Control Certification form (Form Rev. 08-18). Attached to the form must be the following documents: (2) A Deed or Certificate of Title. The deed or certificate of title (in the event the property was acquired through foreclosure) must be recorded in Monroe County and show the Local Government, Public Housing Authority, Land Authority, or Community Land Trust as the sole Grantee. There are no restrictions on when the land was acquired. Page 23 of 115 RFA 2019-101 Packet Pg. 1317 D.7.c Complete RFA as modified on 7-19-19 (3) For Applicants that are not also the Land Owner, include a lease between the CD E Land Owner and the Applicant entity. The lease payments must equal $10 a U, year or less. The lease must have an unexpired term of at least 50 years after the Application Deadline. Priority III Applications U (1) If the Applicant is purchasing the land, the Site Control documentation must include an eligible contract must meet all of the following conditions: (a) It must have a term that does not expire before February 29, 2020 or that contains extension options exercisable by the purchaser and conditioned solely upon payment of additional monies which, if exercised,would extend the term to a date that is not earlier than February 29, 2020; (b) It must specifically state that the buyer's remedy for default on the part of the seller includes or is specific performance; 2 (c) The Applicant must be the buyer unless there is an assignment of the eligible contract, signed by the assignor and the assignee,which assigns all of the buyer's rights, title and interests in the eligible contract to the Applicant; and (d) The owner of the subject property must be the seller, or is a party to one or more intermediate contracts, agreements, assignments, options, or conveyances between or among the owner,the Applicant, or other parties,that have the effect of assigning the owner's right to sell the property to the seller. Any intermediate contract must meet the criteria for an eligible contract in (a) through (c) above. (2) If the Applicant already owns the land, the Site Control documentation must include a deed or certificate of title. The deed or certificate of title (in the event the property was acquired through foreclosure) must be recorded in Monroe County and show the Applicant as the sole Grantee. There are no restrictions on when the land was acquired. (3) If the Applicant is leasing the land, the Site Control documentation must include a Lease. The lease must have an unexpired term of at least 50 years after the Application Deadline and the lessee must be the Applicant. The owner of the subject property must be a party to the lease, or a party to one or more 4-2 intermediate leases, subleases, agreements, or assignments, between or among the owner,the Applicant, or other parties, that have the effect of assigning the owner's right to lease the property for at least 50 years to the lessee. 0 b. Ability to Proceed Demonstrate the following Ability to Proceed elements as of Application Deadline, for the entire proposed Development site, including all Scattered Sites, if applicable, as Page 24 of 115 RFA 2019-101 Packet Pg. 1318 D.7.c Complete RFA as modified on 7-19-19 outlined below. The Florida Housing Ability to Proceed Verification forms are provided CD E on the RFA Website. Note:The Applicant may include the Florida Housing Ability to U, Proceed Verification forms that were included in a previous RFA submission for the same proposed Development, provided (i)the form(s) used for this RFA are labeled Form Rev. 08-18, (ii)the forms are dated within 12 months of the Application Deadline, (iii) none of the information entered on the form and certified to by the signatory has to changed in anyway, and (iv)the requirements outlined in this RFA are met. If the Applicant provides any prior version of the Florida Housing Ability to Proceed Verification form(s), the form(s)will not be considered. 0 (1) Appropriate Zoning. Demonstrate that as of the Application Deadline the entire 0 proposed Development site is appropriately zoned and consistent with local land use regulations regarding density and intended use or that the proposed Development site is legally non-conforming by providing, as Attachment 7 to Exhibit A, the applicable properly completed and executed verification form: (a) The Florida Housing Finance Corporation Local Government Verification that Development is Consistent with Zoning and Land Use Regulations form (Form Rev. 08-18); or (b) The Florida Housing Finance Corporation Local Government Verification that Permits are Not Required for this Development form (Form Rev. 08- 18). Note: With regard to the terms "Rate of Growth Ordinance (ROGO)" and "Building Permit Allocation System (BPAS)," as used by different jurisdictions within the Florida Keys Area of Critical State Concern, for purposes of the verification forms outlined in (a) and (b) above, all 2 references on these forms to "Rate of Growth Ordinance (ROGO)" shall 0 be considered by the Corporation to have the same meaning as "Building Permit Allocation System (BPAS)." (2) Availability of Electricity. Demonstrate that as of the Application Deadline electricity is available to the entire proposed Development site by providing as Attachment 8 to Exhibit A: 4- (a) The properly completed and executed Florida Housing Finance Corporation Verification of Availability of Infrastructure—Electricity form (Form Rev. 08-18); or CM (b) A letter from the electricity service provider that contains the name of the Development location and is dated within 12 months of the Application Deadline. The letter may not be signed by the Applicant, by any related parties of the Applicant, by any Principals or Financial Beneficiaries of the Applicant, or by any local elected officials. Page 25 of 115 RFA 2019-101 Packet Pg. 1319 D.7.c Complete RFA as modified on 7-19-19 (3) Availability of Water. Demonstrate that as of the Application Deadline water is E available to the entire proposed Development site by providing as Attachment 9 U, to Exhibit A: (a) The properly completed and executed Florida Housing Finance Corporation Verification of Availability of Infrastructure—Water form 0 (Form Rev. 08-18); or 0 (b) A letter from the water service provider that contains the Development o location and the number of units and is dated within 12 months of the 0 Application Deadline. The letter may not be signed by the Applicant, by - any related parties of the Applicant, by any Principals or Financial Beneficiaries of the Applicant, or by any local elected officials. (4) Availability of Sewer. Demonstrate that as of the Application Deadline sewer capacity, package treatment or septic tank service is available to the entire proposed Development site by providing as Attachment 10 to Exhibit A: ° 2 (a) The properly completed and executed Florida Housing Finance Corporation Verification of Availability of Infrastructure—Sewer Capacity, Package Treatment, or Septic Tank form (Form Rev. 08-18); or (b) A letter from the waste treatment service provider that contains the Development location and the number of units and is dated within 12 months of the Application Deadline. The letter may not be signed by the Applicant, by any related parties of the Applicant, by any Principals or Financial Beneficiaries of the Applicant, or by any local elected officials. (5) Availability of Roads. Demonstrate that as of the Application Deadline paved o roads either (i) exist and will provide access to the proposed Development site or (ii)will be constructed as part of the entire proposed Development by providing as Attachment 11 to Exhibit A: E (a) The properly completed and executed Florida Housing Finance Corporation Verification of Availability of Infrastructure—Roads form (Form Rev. 08-18); or (b) A letter from the Local Government that contains the Development location and is dated within 12 months of the Application Deadline. The CM letter may not be signed by the Applicant, by any related parties of the 4-2 Applicant, by any Principals or Financial Beneficiaries of the Applicant, or by any local elected officials. 8. Construction Features o All units are expected to meet all requirements as outlined below. The quality of the construction features committed to by the Applicant is subject to approval of the Board of Directors. Additionally, all Developments must meet the Housing Quality Standards provided by Page 26 of 115 RFA 2019-101 Packet Pg. 1320 D.7.c Complete RFA as modified on 7-19-19 HUD on the webpage �a https://www.hud.gov/program_offices/public_indian_housing/programs/hcv/hqs (also E available by clicking here). All features and amenities committed to and proposed by the Applicant that are not unit- specific shall be located on each of the Scattered Sites, or no more than 1/16 mile from the 0 Scattered Site with the most units, or a combination of both. 0 0 a. Federal Requirements and State Building Code Requirements for all Developments All proposed Developments must meet all federal requirements and state building code 0 requirements, including the following, incorporating the most recent amendments, regulations and rules: • Florida Accessibility Code for Building Construction as adopted pursuant to Section 553.503, Florida Statutes; • The Architectural Barriers Act of 1968; • The Fair Housing Act as implemented by 24 CFR 100; 2 • Section 504 of the Rehabilitation Act of 1973*; and • Titles II and III of the Americans with Disabilities Act of 1990 as implemented by 28 CFR 35. *All Developments must comply with Section 504 of the Rehabilitation Act of 1973,as implemented by 24 CFR Part 8("Section 504 and its related regulations").All Developments must meet accessibility standards of Section 504. Section 504 accessibility standards require a minimum of 5 percent of the total dwelling units,but not fewer than one unit,to be accessible for individuals with mobility impairments. An additional 2 percent of the total units,but not fewer than one unit,must be accessible for persons with hearing or vision impairments. To the extent that a Development is not otherwise subject to Section 504 and its related regulations,the Development shall nevertheless comply with Section 504 and its related regulations as requirements of the a Corporation funding program to the same extent as if the Development were subject to Section 504 and its related regulations in all respects.To that end,all Corporation funding shall be deemed"Federal financial assistance"within the meaning of that term as used in Section 504 and its related regulations for all Developments. Federal and state law and building code regulations requires that programs,activities,and facilities be readily accessible to and usable by persons with disabilities.Florida Housing requires that the design, construction,or alteration of its financed Developments be in compliance with federal and state accessibility requirements.When more than one law and accessibility standard applies,the Applicant shall comply with the standard (2010 ADA Standards,Section 504,Fair Housing Act,or Florida Building Code, Accessibility)which affords the greater level of accessibility for the residents and visitors. Areas required to be made accessible to mobility-impaired residents and their visitors,including those in wheelchairs,shall include,but not be limited to,accessible routes and entrances,paths of travel, primary function areas, parking,trash bins,mail and package receiving areas for residents,pool and other amenities,including paths of travel to amenities and laundry rooms,including washers and dryers. The above documents are available on the RFA Website. b. General Features The following General Features must be provided for all proposed Developments: Page 27 of 115 RFA 2019-101 Packet Pg. 1321 D.7.c Complete RFA as modified on 7-19-19 • Broadband infrastructure which includes cables, fiber optics, wiring, or other CD E infrastructure, as long as the installation results in accessibility in each unit; U, • Termite prevention; • Pest control; • Window covering for each window and glass door inside each unit; • Cable or satellite TV hook-up in each unit and, if the Development offers cable or 0 satellite TV service to the residents,the price cannot exceed the market rate for service of similar quality available to the Development's residents from a primary 0 provider of cable or satellite TV; • Single Family Homes must have washer and dryer hook ups in each of the Development's units. All other Development Types must have washer and dryer 4) hook ups in each of the Development's units or an on-site laundry facility for resident use. If the proposed Development will have an on-site laundry facility,the following requirements must be met: 0 o There must be a minimum of one Energy Star certified washer and one Energy Star certified dryer per every 15 units. To determine the required number of washers and dryers for the on-site laundry facility; divide the total number of the Development's units by 15, and then round the equation's total up to the nearest whole number; and o If the proposed Development consists of Scattered Sites, the laundry facility shall be located on each of the Scattered Sites, or no more than 1/16 mile from the Scattered Site with the most units, or a combination of both. • At least two full bathrooms in all 3 bedroom or larger units; • Bathtub with shower in at least one bathroom in at least 90 percent of the units; and • A full-size range and oven in all units. C. Required Accessibility Features, regardless of the age of Development (1) Required Accessibility Features in all Units • Primary entrance doors on an accessible route shall have a threshold with E no more than a %-inch rise; • All door handles on primary entrance door and interior doors must have lever handles; • Lever handles on all bathroom faucets and kitchen sink faucets; • Mid-point on light switches and thermostats shall not be more than 48 inches above finished floor level; and • Cabinet drawer handles and cabinet door handles in bathroom and kitchen 4-2 shall be lever or D-pull type that operate easily using a single closed fist. (2) All Developments must provide reinforced walls for future installation of horizontal grab bars in place around each toilet/shower, or a Corporation- approved alternative approach for grab bar installation.The installation of the grab bars must meet or exceed the 2010 ADA Standards for Accessible Design, Section 604.5.1 (Side Wall)and 604.5.2 (Rear Wall). �> Page 28 of 115 RFA 2019-101 Packet Pg. 1322 D.7.c Complete RFA as modified on 7-19-19 At the request of and at no charge to a resident household, the Development E shall purchase and install grab bars around each tub/shower unit and toilet in U, the dwelling unit. The product specifications and installation must meet or exceed 2010 ADA Standards for Accessible Design. The Development shall inform a prospective resident that the Development, upon a resident household's request and at no charge to the household, will install grab bars C) around a dwelling unit's tub/shower unit, pursuant to the 2010 ADA Standards. At a minimum, the Development shall inform each prospective lessee by including language in the Development's written materials listing and describing the unit's features, as well as including the language in each household's lease. 4- 0 d. Required Green Building Features in all Developments (1) All units must have the features listed below: 0 • Low or No-VOC paint for all interior walls (Low-VOC means 50 grams per liter or less for flat; 150 grams per liter or less for non-flat paint); • Low-flow water fixtures in bath rooms—WaterSense labeled products or the following specifications: o Toilets: 1.28 gallons/flush or less, o Urinals: 0.5 gallons/flush, o Lavatory Faucets: 1.5 gallons/minute or less at 60 psi flow rate, o Showerheads: 2.0 gallons/minute or less at 80 psi flow rate; • Energy Star certified refrigerator; • Energy Star certified dishwasher; • Energy Star certified ventilation fan in all bathrooms; • Water heater minimum efficiency specifications: o Residential Electric: ■ Up to 55 gallons= .95 EF or.92 UEF; or ■ More than 55 gallons= Energy Star certified; or ■ Tankless= Energy Star certified; o Residential Gas (storage or tankless/instantaneous): Energy Star certified, o Commercial Gas Water Heater: Energy Star certified; • Energy Star certified ceiling fans with lighting fixtures in bedrooms; 4- • Air Conditioning (choose in-unit or commercial): o Air-Source Heat Pumps— Energy Star certified: ■ >_ 8.5 HSPF/>_15 SEER/>_12.5 EER for split systems ■ >_ 8.2 HSPF>_15 SEER/>_12 EER for single package equipment including gas/electric package units o Central Air Conditioners—Energy Star certified: ■ >_15 SEER/>_12.5 EER*for split systems ■ >_15 SEER/>_12 EER*for single package equipment including gas/electric package units. 0 NOTE:Window air conditioners and portable air conditioners are not allowed. Package Terminal Air Conditioners (PTACs)/ Package Terminal Heat Pumps(PTHPs) are allowed in studio and 1 bedroom units. Page 29 of 115 RFA 2019-101 Packet Pg. 1323 D.7.c Complete RFA as modified on 7-19-19 CD E (2) In addition to the required Green Building features outlined in (1) above, U, proposed Developments must achieve one of the following Green Building Certification programs: Leadership in Energy and Environmental Design (LEED); Florida Green Building Coalition (FGBC); Enterprise Green Communities; or ICC 700 National Green Building Standard (NGBS). o C) 9. Resident Programs 0 The quality of the Resident Programs committed to by the Applicant is subject to approval of the Board of Directors. The availability of the Resident Programs must be publicized on an ongoing - basis such as through community newsletters, bulletin board posts, or flyers. For all proposed Developments that consist of less than eight units, there is no requirement to select any Resident Program. For proposed Developments that consist of eight to 25 units, it is a requirement that at least one Resident Program be selected; a Resident Program may be conducted off-site if accommodations are made so that residents can attend without incurring transportation expense. For all proposed Developments that consist of more than 25 units, it is a requirement that at least two of the Resident Programs be selected and offered on-site. The 0 eligible resident programs which may be selected are as follows: 0 a. After School Program for Children This program requires the Applicant or its Management Company to provide supervised, structured, age-appropriate activities for children during after school hours, Monday through Friday. 0 b. Adult Literacy The Applicant or its Management Company must make available, at no cost to the o resident, literacy tutor(s)who will provide weekly literacy lessons to residents in private space. Various literacy programming can be offered that strengthens participants' reading, writing skills, and comprehension, but at a minimum, these must include English proficiency and basic reading education. E Training must be held between the hours of 8:00 a.m. and 7:00 p.m. and electronic - media, if used, must be used in conjunction with live instruction. If the Resident Program is offered on site, and if the Development consists of Scattered Sites,this resident program must be provided on the Scattered Site with the most units. C. Employment Assistance Program The Applicant or its Management Company must provide, at no cost to the resident, a minimum of quarterly scheduled Employment Assistance Program workshops/meetings offering employment counseling by a knowledgeable employment counselor. Such a o program includes employability skills workshops providing instruction in the basic skills necessary for getting, keeping, and doing well in a job. The instruction must be held between the hours of 8:00 a.m. and 7:00 p.m. and include, but not be limited to, the following: Page 30 of 115 RFA 2019-101 Packet Pg. 1324 D.7.c Complete RFA as modified on 7-19-19 • Evaluation of current job skills; CD E • Assistance in setting job goals; U, • Assistance in development of and regular review/update of an individualized plan for each participating resident; • Resume assistance; 0 • Interview preparation; and e' • Placement and follow-up services. 0 0 Electronic media, if used, must be used in conjunction with live instruction. 0 d. Family Support Coordinator 0 A Family Support Coordinator must be provided at no cost to the resident. The Family Support Coordinator shall assist residents in assessing needs and obtaining services, with the goal of promoting successful tenancies and helping residents achieve and maintain maximum independence and self-sufficiency. Responsibilities shall include linking residents with public and private resources in the community to provide needed assistance, develop and oversee on-site programs and activities based on the needs and interests of residents, and support residents in organizing group activities to build community and to address and solve problems such as crime and drug activity. The > 0 duties of the Family Support Coordinator shall not be performed by property management staff. The Coordinator shall be on-site and available to residents at least 20 hours per week, within the hours of 9 a.m. and 8 p.m. The Coordinator may be an employee of the Development or,through an agreement, an employee of a third-party agency or organization that provides these services. e. Financial Management Program The Applicant or its Management Company shall provide a series of classes to provide ° _ residents training in various aspects of personal financial management. Classes must be held at least quarterly, consisting of at least two hours of training per quarter, and must be conducted by parties that are qualified to provide training regarding the respective topic area. If the Resident Program is offered on site, and if the Development consists of Scattered Sites,the Resident Program must be held on the Scattered Site with the most units. Residents residing at the other sites of a Scattered Site Development must be offered transportation, at no cost to them, to the classes. The topic areas must include, but not be limited to: • Financial budgeting and bill-paying including training in the use of technologies and web-based applications; • Tax preparation including do's and don'ts, common tips, and how and where to file, including electronically; • Fraud prevention including how to prevent credit card and banking fraud, identity theft, computer hacking and avoiding common consumer scams; • Retirement planning &savings options including preparing a will and estate planning; and Page 31 of 115 RFA 2019-101 Packet Pg. 1325 D.7.c Complete RFA as modified on 7-19-19 • Homebuyer education including how to prepare to buy a home, and how to access CD E to first-time homebuyer programs in the county in which the development is U, located. Different topic areas must be selected for each session, and no topic area may be repeated consecutively. 0 10. Funding 0 a. Corporation Funding 0 (1) CDBG-DR Funding (a) CDBG-DR Funding Request Amounts State the amount of CDBG-DR Funding it is requesting in Exhibit A, as well as on the Development Cost Pro Forma. 2 (i) Priority I or II Applications that include any costs for land acquisition must request up to$5 million out of$10 million dollars available in Monroe County for Land Acquisition > 0 Program Funding, subject to appraisal in credit underwriting, in addition to the Development Funding request amount. The Land Acquisition Program Funding Request Amount must meet the following criteria: (i)the land acquisition expenses must be stated on the Development Cost Pro Forma; (ii)the Land Acquisition Program Funding Request Amount must be $5,000,000 or less; (iii) if the land acquisition expenses stated on the Development Cost Pro Forma exceed $5,000,000, then non-CDBG-DR sources must be demonstrated on the Development Cost Pro Forma to pay for the land acquisition expenses that exceed $5,000,000; (iv) the site control documentation must include an appraisal as further outlined in Section Four, A.7.a. of this RFA. If the Land Acquisition Program Funding is depleted and eligible Priority I or Priority 11 Applications remain, Applications may be fully funded from Development Program Funding, if(i)the total request in funding is$8 million or less, and (ii) enough funding remains in the Development Program Funding to fully fund the Application. (ii) All Applications must request Development Funding. Priority III Applications may use Development Funding for all aspects of creating affordable housing, including land acquisition. The Development Funding amount requested at question 10.a.(1)(a) of Exhibit A is the amount that will be used for the Leveraging Calculation described in Section Five, B.1.d. of the RFA and the Job Creation Funding Preference calculation described in Item 2 Page 32 of 115 RFA 2019-101 Packet Pg. 1326 D.7.c Complete RFA as modified on 7-19-19 of Exhibit C. The maximum amount of Development Funding is the lesser of the following: °U) 0 • $8 million; or • The Total Maximum Per Unit CDBG-DR Rental FHFC Subsidy Limit for Monroe County as stated below: 4) 0 o $217,058 per Zero Bedroom Unit o $248,828 per 1 Bedroom Unit o $302,572 per 2 Bedroom Unit o $391,432 per 3 Bedroom Unit o $418,592 per 4 Bedroom Unit 0 (b) Loan Terms The loan shall be non-amortizing and shall have an interest rate of zero 2 percent per annum. The loan will not require payment for as long as the proposed Development remains in Compliance. The loan will be forgiven after 20 years. The terms and conditions of the loan are further outlined in Exhibit E of this RFA. (c) Additional adjustments, if applicable During the scoring process, if the Applicant states a request amount that is greater than the amount the Applicant is eligible to request, the Corporation will reduce the amount down to the maximum amount the Applicant is eligible to request. The Applicant's request amount will be reviewed for compliance with the per unit limit and per Development limit, as well as its contribution to the percentage of Total Development Cost limitation below. If a reduction in the request amount is needed and a funding shortfall is created in either the Construction and/or the Permanent Analysis of the Applicant's Development Cost Pro Forma,the amount of the adjustment(s), to the extent needed and possible, will be offset by increasing the deferred Developer fee up to the maximum eligible amount as provided below. (3) Other Corporation Funding 4-2 (a) If the Development has received funding from the Predevelopment Loan Program (PLP), the Corporation file number and amount of funding must be listed. Note: PLP funding cannot be used as a source of 0 financing on the Construction Analysis or the Permanent Analysis. (b) List any other Corporation funding that is intended to be utilized as a source of financing for the proposed Development. Page 33 of 115 RFA 2019-101 Packet Pg. 1327 D.7.c Complete RFA as modified on 7-19-19 b. Non-Corporation Funding Proposals Ca E U) Unless stated otherwise within this RFA, in order for funding, other than Corporation funding and deferred Developer fee, to be counted as a source on the Development Cost Pro Forma, provide documentation of all financing proposals from both the construction and the permanent lender(s), and other sources of funding. The financing 0 proposals must state whether they are for construction financing, permanent financing, or both, and all attachments and/or exhibits referenced in the proposal must be 0 included. Insert documentation for each source as Attachment 12 to Exhibit A. 0 For purposes of the Application, the following will not be considered a source of 0 financing: net operating income, capital contributions,fee waivers or any portion of any fees that are reimbursed by the local government. Also,fee waivers and any portion of any fees that are reimbursed by the local government cannot be considered as Development costs. Financing proposal documentation, regardless of whether the documentation is in the form of a commitment, proposal, term sheet, or letter of intent, must meet the following criteria. Evidence for each funding source must be behind its own numbered 0 attachment. 0 (1) Each financing proposal shall contain: • Amount of the construction loan, if applicable; • Amount of the permanent loan, if applicable; • Specific reference to the Applicant as the borrower or direct recipient; and • Signature of the lender. Note: For ALL Applicants, eligible Local Government (including Land Authority) 0 financial commitments can be considered without meeting the requirements above if the Applicant provides the properly completed and executed Local Government Verification of Contribution—Grant Form and/or the Local Government Verification of Contribution—Loan Form. E (2) Financing that has closed 4- If the financing has closed in the Applicant's name, provide a letter from the lender acknowledging that the loan has closed. The letter must also include the following information: • Amount of the construction loan, if applicable; 4-2 • Amount of the permanent loan, if applicable; and 2�, • Specific reference to the Applicant as the borrower/direct recipient/ mortgagee. 0 (3) If the financing proposal is not from a Regulated Mortgage Lender in the business of making loans or a governmental entity, evidence of ability to fund Page 34 of 115 RFA 2019-101 Packet Pg. 1328 D.7.c Complete RFA as modified on 7-19-19 must be provided. Evidence of ability to fund includes: (i) a copy of the lender's CD E most current audited financial statements no more than 17 months old; or(ii) if U, the loan has already been funded, a copy of the note and recorded mortgage. The age of all financial statements is as of the Application Deadline. In evaluating ability to fund, the Corporation will consider the entity's unrestricted current assets typically used in the normal course of business. Assets to considered restricted include, but are not limited to, pension funds, rental security deposits, and sinking funds. Financing proposals from lenders who cannot demonstrate ability to fund will not count as a source of financing. Financial statements must be included in the Application. Note: This provision does not apply to deferred Developer fee. 0 U) In the case where the seller of the Development's property is providing a seller's note (purchase money mortgage) to help finance the Applicant's acquisition of the property, evidence of its ability to fund the amount of the seller's note is not needed so long as the Application includes a letter from the seller that meets the financing proposal criteria outlined in (4)(a) above and the amount of the 2 seller's note is equal to or less than the purchase price of the property. (4) If a financing proposal shows an amount less than the corresponding line item on the Development Cost Pro Forma, only the financing proposal amount will be considered as a funding source. However, if a financing proposal shows an amount greater than the corresponding line item on the Development Cost Pro Forma, up to the total amount of the financing proposal amount may be utilized as a funding source, if needed. (5) The loan amount may be conditioned upon an appraisal or debt service coverage ratio or any other typical due diligence required during credit 2 underwriting. 0 (6) Financing proposals may be conditioned upon the Applicant receiving the funding from the Corporation for which it is applying. (7) If a financing proposal has a provision for holding back funds until certain conditions are met,the amount of the hold-back will not be counted as a source of construction financing unless it can be determined that the conditions for the release of the hold-back can be met prior to or simultaneous with the closing of the Development's permanent financing. (8) Grant funds are contributions to the Development, other than equity,which CM carry no repayment provision or interest rate. A commitment for grant funds will be considered a commitment for scoring purposes if the commitment is properly executed and, if applicable, evidence of ability to fund is provided. C. Development Cost Pro Forma All Applicants must complete the Development Cost Pro Forma listing the anticipated expenses or uses, the Detail/Explanation Sheet, if applicable, and the Page 35 of 115 RFA 2019-101 Packet Pg. 1329 D.7.c Complete RFA as modified on 7-19-19 Construction Analysis and Permanent Analysis listing the anticipated sources (both Corporation and non-Corporation funding). The sources must equal or exceed the U, uses. During the scoring process, if a funding source is not considered and/or if the Applicant's funding Request Amount is adjusted downward, this may result in a funding shortfall. If the Applicant has a funding shortfall, it will be ineligible for funding. to The Development Cost Pro Forma must include all anticipated costs of the Development r_ construction and, if applicable, acquisition, including the Developer fee and General Contractor fee, as outlined below. Waived or reimbursed fees or charges are not considered costs to the Development and therefore, should not be included on the 0 Development Cost Pro Forma. Note: deferred Developer fees are not considered "waived fees." Developer fee and General Contractor fee must be disclosed. In the event the Developer fee and/or General Contractor fee are/is not disclosed on the Development Cost Pro Forma, the Corporation will assume that these fees will be the maximum allowable and will add the maximum amount(s) to Total Development Cost. If an Applicant lists a Developer fee, General Contractor fee, or contingency reserve that exceeds the stated Application limits,the Corporation will adjust the fee to the maximum allowable. As stated below,Applicants may not enter any amounts pertaining to operating deficit reserves. The Corporation will not consider any operating deficit reserves listed on the Development Cost Pro Forma. Unless stated otherwise in this RFA, except for deferred Developer fee,the Application requires complete information on all sources of Development funding and the proposed uses of those funds. All loans, grants, donations, syndication proceeds, etc., should be detailed in the Application as outlined above. The total of 2 monetary funds determined to be in funding proposals must equal or exceed uses. ° (1) Developer Fee Developer Fee, is limited to 16 percent of the Development Cost stated on the Development Cost Pro Forma in Column 3 of Item C, rounded down to the nearest dollar. If the maximums are exceeded, the Corporation will adjust the amount down to the maximum allowed. • If the amount of Developer fee on Non-Acquisition Costs is more than the amount allowed the Corporation will reduce the amount of Developer fee on Non-Acquisition Costs to the maximum allowed amount, up to the maximum allowed amount. The Corporation will allow up to 100 percent of the eligible Developer fee to be deferred and used as a source on the Development Cost Pro Forma without the requirement to show evidence of ability to fund. Page 36 of 115 RFA 2019-101 Packet Pg. 1330 D.7.c Complete RFA as modified on 7-19-19 Consulting fees, if any, and any financial or other guarantees required for the financing must be paid out of the Developer fee. Consulting fees U, include, but are not limited to, payments for Application consultants, construction management or supervision consultants, or local government consultants. 0 to 0 (2) General Contractor Fee General Contractor fee shall be limited to 14 percent of actual construction cost. The maximum allowable General Contractor fee will be tested during the scoring of the Application by multiplying the actual construction cost by 14 percent, rounded down to the nearest dollar. 0 (3) Contingency Reserves For Application purposes, the maximum hard and soft cost contingencies 2 allowed cannot exceed 5 percent of hard and soft costs. The determination of the contingency reserve is limited to the maximum stated percentage of total actual construction costs (hard costs) and general development costs (soft costs), as applicable. (4) Operating Deficit Reserves An operating deficit reserve is not to be included as part of Development Costs and cannot be used in determining the maximum Developer fee. Applicants may not enter any amounts pertaining to any type of reserve other than the contingency reserve mentioned above on the Development Cost Pro Forma as part of the Application process. A reserve, including an operating deficit reserve, if necessary as determined by an equity provider, first mortgage lender, and/or the Credit Underwriter engaged by the Corporation in its reasonable discretion,will be required and sized in credit underwriting. The inclusion of any reserve is not permitted in the Application (other than the permitted contingency reserve) which may include, but is not limited to, operating deficit reserve, debt service shortfalls, lease-up, rent-re-stabilization, working capital, lender or syndicator required reserve(s), and any pre-funded capital (replacement) reserves. If any reserve other than the permitted contingency reserve can be identified and is included in the Development Cost Pro Forma,the CM Corporation will remove it during Application scoring. In exchange for receiving funding from the Corporation, the Corporation reserves the authority to restrict the disposition of any funds remaining in any operating deficit reserve(s) after the term of the reserve's original purpose has terminated or is near termination. Authorized disposition uses are limited to payments towards any outstanding loan balances of the Development funded from the Corporation, any outstanding Corporation Page 37 of 115 RFA 2019-101 Packet Pg. 1331 D.7.c Complete RFA as modified on 7-19-19 fees, any unpaid costs incurred in the completion of the Development(i.e., E deferred Developer fee),the Development's capital replacement reserve U, account (provided, however, that any operating deficit reserve funds deposited to the replacement reserve account will not replace, negate, or otherwise be considered an advance payment or pre-funding of the Applicant's obligation to periodically fund the replacement reserve o C) account), the reimbursement of any loan(s) provided by a partner, member or guarantor as set forth in the Applicant's organizational agreement(i.e., operating or limited partnership agreement).The actual direction of the o disposition is at the Applicant's discretion so long as it is an option permitted by the Corporation. In no event, shall the payment of amounts to 0 the Applicant or the Developer from any operating deficit reserve established for the Development cause the Developer fee or General Contractor fee to exceed the applicable percentage limitations provided for in this RFA. (5) With respect to the loan amount(s),all fees set forth in Exhibit C to the RFA except 2 for Loan Servicing Fees, are part of Development Cost and can be included in the Development Cost Pro Forma and paid with loan proceeds. 0 d. Principal of the Applicant is a Public Housing Authority and/or an instrumentality of a Public Housing Authority The Applicant should state whether any Principals of the Applicant entity are a Public Housing Authority and/or an instrumentality of a Public Housing Authority. To qualify as an instrumentality, the Public Housing Authority and/or instrumentality of a Public Housing Authority must be reflected on the CDBG-DR Principals of the Applicant and Developer(s) Disclosure Form (Form Rev. 06-19).The Public Housing Authority and/or 2 instrumentality of a Public Housing Authority must not be disclosed as only the Investor ° Limited Partner of the Applicant or Investor Member of the Applicant. If the Principal of the Applicant is an instrumentality of a Public Housing Authority, state the name of the Public Housing Authority. E 11. Uniform Relocation Act: 4- The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA) is government-wide legislation which establishes minimum standards for federally-funded programs or projects requiring the acquisition of real property or displacement of persons from the homes, businesses, or farms as a direct result of: Acquisition, Rehabilitation or Demolition. CDBG-DR is the same at CDBG except as expressly waived and alternative requirements as issued for CDBG-DR funds that are specific to each disaster. Applicants should be prepared to familiarize themselves with URA&Section 104(d) statues and regulations at 49 CFR 24 (URA), 24 CFR 42 (104(d), 24 0 CFR 570 (CDBG) and Section 414 of the Stafford Act. The URA is triggered at site identification or intended use of federal funds. A General Information Notice (GIN) should be issued to all occupants at such time there exists, 1) documented legal intent of a project triggered by project pre-application/application, AND 2) site identification. Page 38 of 115 RFA 2019-101 Packet Pg. 1332 D.7.c Complete RFA as modified on 7-19-19 For land proposed for acquisition that may have occupied residential dwellings, CD E compliance begins at the General Information Notice information, and the following U, required Uniform Relocation Act information must be provided in the Application. a. Occupied Units: 0 At question 11.a. of Exhibit A, select"Yes" if any units are occupied. 0 0 b. Tenant Relocation Information for Existing Properties: At question 11.b.(1)through (4) of Exhibit A, answer all applicable questions. 0 U) (1) State how many total units now exist on land in the proposed Development. 0 (2) State how many units are occupied. (3) State whether or not, based on the income information of each tenant, permanent relocation (displacement) is anticipated during or after the construction period. If"Yes", state how many units are affected. 0 (4) State whether or not temporary relocation of any tenants will be required. If"Yes", state how many tenants will require temporary relocation. At questions 11.b.(5)through (7) of Exhibit A, provide the following required information: (5) Provide in the Application, as Attachment 13, a list of all occupied units _ and tenant income certifications. The income of persons and households who are currently occupying a unit that will receive CDBG- DR assistance must be provided to determine whether they are income eligible. The certification maybe self-executed and will be confirmed in credit underwriting. For all occupied units, provide a summary list of all residents and income certifications for those residents in occupied units that will be CDBG-DR-Assisted Units. If the existing residents and/or Development is/are currently participating in a federally subsidized program (such as Project-based Section 8, Section 8 Existing or Section 8 Voucher Programs), the residents' current income certification forms required for that program may be used to meet this requirement. CM (6) Provide in the Application, as Attachment 14, a brief description of how the Development will meet the CDBG-DR set-aside requirements. The description must indicate whether the existing residents are CDBG-DR eligible residents, or whether the residents will be evicted and replaced 0 with income eligible residents in order to meet the set-aside requirements committed to in this Application. Page 39 of 115 RFA 2019-101 Packet Pg. 1333 D.7.c Complete RFA as modified on 7-19-19 (7) Provide in the Application, as Attachment 15, a description of how the cost of relocation will be covered. Detail how the temporary and U, permanent relocation will be handled. The CDBG-DR General Information Notice information will be required only after the Application is selected for funding, as outlined in Item 4 of Exhibit C. 0 The due date for this information will be included in the invitation to enter 0 credit underwriting. 0 C. Uniform Relocation Act Acquisition Information: 0 Provide the following information: (1) If the Applicant or Land Owner owns the Development site (i.e., holds a deed or currently has a lease with a minimum 50-year term), provide a narrative describing the acquisition as Attachment 16 to Exhibit A. This narrative must describe how, when, and from whom the property was acquired and whether or not the property was vacant when acquired. (2) If the Applicant or Land Owner is a private company and is acquiring the property or will have a lease with a minimum 50-year term for the property, the Applicant (buyer) must provide the seller with a notice that the buyer does not have the power of eminent domain to obtain the property and a determination of market value will estimate the value of the property. This must be done prior to execution of the contract or proposed lease (with a minimum 50-year term) or may be attached as an addendum to the contract or proposed lease (with a minimum 50-year term). A copy of the required notice and confirmation of the current owner's/seller's receipt of notice must be provided as Attachment 17 to Exhibit A. Note: The only permissible Land Owner that could be a private company is a Community Land Trust. (3) If the Applicant or Land Owner is a public(government)Applicant, respond to all applicable remaining questions in this relocation section. (4) Eminent Domain: (a) If the buyer has the power of eminent domain, the buyer must notify the seller in writing that it has such power and the CM determination of market value for the property is being waived. 4-2 Provide a copy of the required notice as Attachment 18 to Exhibit A. (b) If the Applicant is a public (government)Applicant and does not 0 have the power of eminent domain, provide the following: (i) notice of interest, (ii) determination of fair market value, (iii) appraisal of the property, and (iv)written offer of just Page 40 of 115 RFA 2019-101 Packet Pg. 1334 D.7.c Complete RFA as modified on 7-19-19 compensation which includes a statement of just value, CD E property description, and identification of buildings. Provide all U, required documentation as Attachment 18 to Exhibit A. B. Addenda 0 The Applicant may use the Addenda section of Exhibit A to provide any additional information or 0 explanatory addendum for items in the Application. Please specify the particular item to which the additional information or explanatory addendum applies. 0 0 U) SECTION FIVE SCORING AND EVALUATION PROCESS 0 A. Determining Eligibility Only Applications that meet all of the following Eligibility Items will be eligible for funding and 2 considered for funding selection. Eligibility Items Submission Requirements met* Applicant Certification and Acknowledgement form provided Land Owner Certification and Acknowledgement form provided, if Priority I or II Application Name of Applicant provided Evidence Applicant is a legally formed entity provided If the Community Land Trust is the Land Owner, the Community Land Trust Articles of Incorporation or Bylaws provided Demonstration of Community Land Trust experience provided, if applicable Name of Each Developer provided Evidence that each Developer entity is a legally formed entity provided Principals for Applicant and Developer(s) Disclosure Form provided Name of Management Company provided Prior experience chart for the Management Company or a principal of the Management Company provided, if applicable Authorized Principal Representative provided Name of Proposed Development provided Development Type provided Question whether construction has commenced answered Address of Development Site provided Question whether a Scattered Sites Development answered 0 Latitude and Longitude Coordinates for all sites including any Scattered Sites provided, if applicable Total Number of Units provided and within limits Number of residential buildings provided Page 41 of 115 RFA 2019-101 Packet Pg. 1335 D.7.c Complete RFA as modified on 7-19-19 Unit Mix provided and meets requirements CD Evidence of Site Control provided Appropriate Zoning demonstrated Availability of Electricity demonstrated Availability of Water demonstrated 0 Availability of Sewer demonstrated Availability of Roads demonstrated Minimum Resident Programs selected, if applicable Applicant's Development Funding Request Amount provided Development Cost Pro Forma provided (listing expenses or uses) and Construction 0 analysis and Permanent analysis (listing sources)—Sources must equal or exceed uses Units occupied question answered Tenant Relocation information provided, if applicable 0 Uniform Relocation Act documentation provided, if applicable Financial Arrearage Requirements met** No prior acceptance to an invitation to enter credit underwriting for the same Development in a previous RFA. *** Total Development Cost Per Unit Limitation met**** * Submission Requirement To be eligible for funding, the following submission requirements must be met: (i) the Application must be submitted online by the Application Deadline, (ii)the required hard copy must be submitted by the Application Deadline, (iii)the Applicant's hard copy submission must be contained in a sealed package, and (iv)the required 2 Application fee must be submitted as of the Application Deadline. 0 ** Financial Arrearage Requirement An Application will be deemed ineligible for funding if, as of close of business the day before the Committee meets to make a recommendation to the Board, there remains any financial obligations for which an Applicant or Developer or Principal, Affiliate or Financial Beneficiary of the Applicant or Developer is in arrears to the Corporation or any agent or assignee of the Corporation as reflected on the most recently published Past Due Report posted to the Corporation's Website under the link Property Owners & Managers/Past Due Reports (also accessible by clicking here), but not more recently than five business days prior to the date the Committee meets to make a recommendation to the Board. *** An Application will be deemed ineligible for funding if the Applicant has accepted an invitation to enter credit underwriting for the same Development in a previous RFA (with the exception of funding awarded under the Predevelopment Loan Program (PLP) and/or the Elderly Housing Community Loan (EHCL) program) and, as of Application Deadline for this RFA,the funding has not been returned to the Corporation. If the acceptance to an invitation to enter credit underwriting in a previous RFA occurs after Page 42 of 115 RFA 2019-101 Packet Pg. 1336 D.7.c Complete RFA as modified on 7-19-19 the Application Deadline and before the Review Committee Meeting for this RFA, the proposed Development will be considered ineligible for funding in this RFA. If the acceptance to an invitation to enter credit underwriting in a previous RFA occurs after the Review Committee Meeting for this RFA, the proposed Development will be considered ineligible for funding in this RFA and any funding awarded in this RFA will be rescinded and considered Returned Funding. 4) 0 **** Total Development Cost Per Unit Limitation 0 By submitting its Application, the Applicant agrees and acknowledges that the Application will be subject to the Total Development Cost Per Unit Limitation during the scoring and credit underwriting. The Corporation shall limit the Total Development Cost (TDC) per unit for all Developments categorized by the construction type of the units as indicated below and this limit is referred to as the TDC Per Unit Limitation. It is a limit based on TDC, but exclusive of land costs and exclusive of any operating deficit reserves that are part of 2 the permanent phase (i.e., non-construction)financing for the Development which have not been included within the Developer fee, applying any applicable TDC multiplier and/or TDC add-on. The proposed Development's TDC will be tested against the TDC > 0 Per Unit Limitation during the scoring of the RFA, utilizing the Development Type, Development Category and ESS Construction determination made by the Applicant in the RFA and it will apply to all units in the proposed Development. During the credit underwriting process, and during the final allocation process, the maximum TDC per unit will be recalculated for each unit type as described in Item 1 of Exhibit C, with e consideration given to whether the Development consists one or more Development Types or a mix of wood and ESS Construction units. Any Application that has an amount that exceeds these limitations during scoring will not be eligible for funding. These TDC Per Unit Base Limitation amounts, inclusive of any applicable TDC multiplier and/or TDC add-on, are effective during the scoring process. Item 1 of Exhibit C provides the TDC Per Unit Base Limitation amounts that e account for an escalation factor to be incorporated for the credit underwriting process and final allocation process, as explained in the exhibit. Total Development Cost Per Unit Base Limitations e New Construction Units 04 Measure Wood* E55* a Maximum TDC Per Unit Limitation** e for all counties except Broward and $206,000 $248,000 Miami-Dade CL Maximum TDC Per Unit Limitation** for Broward and Miami-Dade $217,000 $260,000 counties Applicable TDC Multipliers(to be applied against the Development's TDC)and TDC Add-ons(to be added to the Maximum TDC Per Unit Limitation) ---------------------------------------------------------------------------------------------------------------------------------------------------- a Page 43 of 115 RFA 2019-101 Packet Pg. 1337 D.7.c Complete RFA as modified on 7-19-19 -------------------------------------------------------------------------------------------------------------------------------------------------- TDC Multiplier for Florida Keys Area for all areas north of Plantation 65% Key(i.e.,north of Tavernier Creek) .................................................................................................................................................................................................................................................................................................................................................................................. t/! TDC Multiplier for Florida Keys Area for all areas located on or south o *** of Plantation Key(i.e.,south of Tavernier Creek) 50% $5,000 of additional per unit costs TDC Add-On for the additional costs related to the Federal Program will be added to the above Maximum TDC Per Unit Limitation .................................................................................................................................................................................................................................................................................................................................................................................. ** Exclusive of land costs and exclusive of any approved operating deficit reserves that are part of the permanent phase(i.e.,non- construction)financing for the Development which have not been included within the Developer fee.When the term of operating deficit reserves(ODR)is mentioned in this TDC Per Unit Limitation section,the term shall refer to these particular operating deficit reserves. Examples of reserves which can be considered part of the operating deficit reserve for this calculation are provided in the Operating Deficit Reserve portion of the Funding section in the RFA.For purposes of property acquisition valuation(land with or without building improvements),the Corporation uses the lesser of the appraised value,or the actual cost of acquisition.The appraised value will be determined during credit underwriting.When land costs are referenced in this TDC Per Unit Limitation section,the reference shall be limited to the amount of the land cost approved by the Corporation to be provided in the final cost certification under the land owned cost line item.For Applicants that have a public housing authority/instrumentality of a public housing authority listed as a Principal on the Applicant's Principal Disclosure Form may also exclude demolition costs and tenant relocation costs from TDC PU Limitation calculations. The total amount of costs that are to be excluded from the TDC Per Unit Limitation process are the applicable land costs,operating deficit reserves and certain PHA costs described herein are referred to in Exhibit C in the congregate as applicable qualifying costs. tl! ***If the proposed Development consists of Scattered Sites,the 50%TDC Multiplier applies only if all of the sites are located south of Tavernier Creek. 0 2. Awarding Points CL cc Point Items Maximum Points Submission of Principal Disclosure Form stamped by 5 Corporation as "Pre-Approved" e Total Possible Points 5 " a B. Selection Process 0 1. Application Sorting Order e All eligible Priority I Applications will be ranked by sorting the Applications as follows,followed by Priority 11 Applications, then by Priority III Applications: " a. First, by the points achieved; 4- 2 b. Next, by the Resiliency Preference outlined in Section Four, A.4.d,with Applications that qualify for the preference listed above Applications that do not qualify for the preference; e C. Next, by the Affordable Housing Experience Preference outlined in Section Four, A.3.b.(3), with Applications that qualify for the preference listed above Applications that do not qualify for the preference; CL 0 d. Next, by the Federal Funding Experience Preference outlined in Section Four, A.3.b.(4), with Applications that qualify for the preference listed above Applications that do not qualify for the preference; Page 44 of 115 RFA 2019-101 Packet Pg. 1338 D.7.c Complete RFA as modified on 7-19-19 e. Next, by the Application's Leveraging Calculation, (the Eligible CDBG-DR Development �a E Funding Request Amount divided by the total number of units); U, 0 f. By the Application's eligibility for the Florida Job Creation Funding Preference which is outlined in Item 2 of Exhibit C of the RFA(with Applications that qualify for the preference listed above Applications that do not qualify for the preference); to g. Finally, by lottery number,with Applications that have a lower lottery number listed r_ above Applications with a higher lottery number. 2. Funding Available 0 U) Estimated total CDBG-DR funding amount of$35,000,000, to be divided as follows: • $25,000,000 in Development Funding (All Applications) • $10,000,000 in Land Acquisition Program Funding(Priority I and II Applications only) ° 2 3. Land Owner Award Tally(Priority I and 11 Applications only) 0 As each Priority I or Priority 11 Application is selected for tentative funding, the Local Government, Public Housing Authority, Land Authority, or Community Land Trust that owns the land and that was identified at question 3.a. in Exhibit A of the RFA will be considered the Land Owner for purposes of the Land Owner Award Tally and have one Application credited toward the Land Owner Award Tally. The Corporation will prioritize eligible unfunded Priority I Applications that can be fully funded and have the lowest Land Owner Award Tally above other eligible unfunded Priority 1 Applications with a higher Land Owner Award Tally that also can be fully funded, even if the Priority I Applications with a higher Land Owner Award Tally are higher ranked. The Corporation will then follow the same pattern for Priority 11 Applications. This procedure will be applied when selecting Priority I Applications and Priority 11 Applications only. 4. Funding Selection Order After Applications are sorted, funding selection will proceed. The highest ranked Priority I Applications will be selected first, subject to the Land Owner Award Tally. As each Priority I Application is selected for funding, the CDBG-DR Request Amount will be deducted from both the Development Funding Amount and, if applicable, Land Acquisition Program Funding. If there is not enough Land Acquisition Program Funding to fully fund an eligible unfunded Priority I Application's Land Acquisition Program Funding request amount, the Priority 1 Application may still be fully funded if(i)the total request in funding is $8 million or less, and (ii) 0 enough funding remains in the Development Program Funding to fully fund the Application, or there is enough funding in a combination of the remaining Land Acquisition Program Funding and the Development Program Funding to fully fund the Application. The remaining balance of Land Acquisition Program Funding, if any, will be awarded and the remaining balance of the Page 45 of 115 RFA 2019-101 Packet Pg. 1339 D.7.c Complete RFA as modified on 7-19-19 request amount will be deducted from the total amount of Development Funding available in E this RFA. 0 If funding remains and no eligible unfunded Priority I Applications can be fully funded, the process will be repeated with the highest-ranking Priority II Applications until there are no Priority II Applications that can be fully funded. If Land Acquisition Program Funding remains and there are no eligible Priority I or II Applications that can be fully funded,the Land Acquisition 0 Program Funding will be distributed as approved by the Florida Housing Board of Directors and r_ the Florida Department of Economic Opportunity. The Land Acquisition Program Funding will not be used to fund Priority III Applications. 0 If Development Funding remains, and no Priority I or II Applications can be fully funded,then the highest-ranking Priority III Applications that can be fully funded will be selected for funding. If funding remains and no eligible unfunded Applications can be fully funded, then no further Applications will be selected for funding and the remaining funding will be distributed as approved by the Board. 2 5. Returned Funding Funding that becomes available after the Board takes action on the Committee's recommendations, due to an Applicant withdrawing its Application, an Applicant declining its invitation to enter credit underwriting, or an Applicant's inability to satisfy a requirement outlined in this RFA,will be distributed as approved by the Board. SECTION SIX AWARD PROCESS 0 Committee members shall independently evaluate and score their assigned portions of the submitted Applications, consulting with non-committee Corporation staff and legal counsel as necessary and appropriate. The Committee shall conduct at least one public meeting during which the Committee members may discuss their evaluations, select Applicants to be considered for award, and make any adjustments deemed necessary to best serve the interests of the Corporation's mission. The Committee will list the Applications deemed eligible for funding in order applying the funding selection criteria outlined in Section Five above, and develop a recommendation or series of recommendations to the Board. The Board may use the Applications,the Committee's scoring, any other information or recommendation provided by the Committee or staff, and any other information the Board deems relevant in its selection of Applicants to whom to award funding. Notwithstanding an award by the Board pursuant to this RFA, funding will be subject to a positive recommendation from the Credit Underwriter based on criteria outlined in the credit underwriting provisions in Exhibit F of this RFA. The Corporation shall provide notice of its decision, or intended decision, for this RFA on the Corporation's Website the day of the applicable Board vote. After posting, an unsuccessful Applicant may file a notice of protest and a formal written protest in accordance with Section 120.57(3), Fla. Stat., Page 46 of 115 RFA 2019-101 Packet Pg. 1340 D.7.c Complete RFA as modified on 7-19-19 et. al. Failure to file a protest within the time prescribed in Section 120.57(3), Fla. Stat., et. al. shall CD E constitute a waiver of proceedings under Chapter 120, Fla. Stat. U, 0 After the Board's decision to select Applicants for funding in this RFA has become final action,the Corporation shall offer all Applicants within the funding range an invitation to enter credit underwriting. The Corporation shall select the Credit Underwriter for each Development. 0 0 0 0 0 U) 0 ° 2 0 0 CM Page 47 of 115 RFA 2019-101 Packet Pg. 1341 D.7.c Complete RFA as modified on 7-19-19 Exhibit A to RFA 2019-101—CDBG-DR Financing in Monroe County U) 1. Certification and Acknowledgement forms a. Applicant Certification and Acknowledgement form Provide the Applicant Certification and Acknowledgement, executed by the Authorized Principal Representative, as Attachment 1. b. Land Owner Certification and Acknowledgement form (Priority I and II Applications only) o 0 To be considered a Priority I or 11 Application, provide the Land Owner Certification and 0 Acknowledgement form, executed by the Authorized Land Owner Representative as Attachment 1. 2. Demographic Commitment The Demographic Commitment must be Workforce, serving the general population. 2 3. Applicant, Developer, Management Company,and Contact Person a. Applicant 0 (1) Name of Applicant Ilfick Ihere to enter text. (2) Does the Application qualify as a Priority 1, 11 or 111? Choose an i°item. ........................................................................... 0 If a Priority I or Priority 11, state the name of the Local Government, Public Housing Authority, Land Authority, or Community Land Trust that is the Land Owner for use in the Land Owner Award Tally and, if applicable, will be the recipient of the Land Acquisition Program Funding. E Ilfick Ihere to enter text. � 4- If the Community Land Trust is the Land Owner, the Community Land Trust must demonstrate that it qualifies as a Community Land Trust by providing the required information as Attachment 2. cm (3) If the Applicant is a Single Purpose Legal Entity, provide the required documentation to demonstrate that the Applicant is a legally formed entity qualified to do business in the state of Florida as of the Application Deadline as Attachment 2. o (4) Non-Profit Applications Page 48 of 115 RFA 2019-101 Packet Pg. 1342 D.7.c Complete RFA as modified on 7-19-19 (a) Does the Applicant or the General Partner or managing member of the Applicant meet the definition of Non-Profit Entity as set forth Exhibit B U, of this RFA? .Choose...a.I!"?....�L.L".!I ..,. 0 If"Yes", provide the required information for the Non-Profit entity as Attachment 3 and answer question (b) below. r_ 0 (b) Does the Applicant or the General Partner or managing member of the Applicant also meet the definition of 100% Non-Profit Entity as set forth 0 U) Exhibit B of this RFA? Choose an fitern. 0 b. General Developer Information (1) Name of each Developer(including all co-Developers) 2 Ilildl Ilhere to enter text. � 0 (2) For each Developer entity listed in question (1) above (that is not a natural person, Local Government, Public Housing Authority, or Land Authority), provide, as Attachment 4, the required documentation demonstrating that the Developer is a legally formed entity qualified to do business in the state of Florida as of the Application Deadline. (3) Affordable Housing Experience Funding Preference Does at least one natural person Principal of the Developer entity, or if more than one Developer entity, at least one natural person Principal of at least one of the Developer entities, meet the requirements to qualify for the Affordable Housing Experience Funding Preference? Choose an i°item. If"Yes", in order to qualify for the preference, provide, as Attachment 4,the required prior experience chart demonstrating the experience. (4) Federal Funding Experience Funding Preference CM Does at least one Principal of the Developer entity, or if more than one Developer entity, at least one Principal of at least one of the Developer entities, meet the requirements to qualify for the Federal Funding Experience Preference? Choose an i°item. Page 49 of 115 RFA 2019-101 Packet Pg. 1343 D.7.c Complete RFA as modified on 7-19-19 If"Yes", in order to qualify for the preference,the prior experience chart Ca E provided as Attachment 4 must demonstrate the experience. U, C. Principals Disclosure for the Applicant and for each Developer(5 points) (1) Eligibility Requirement 0 To meet the submission requirements, upload the CDBG-DR Principals of the Applicant and Developer(s) Disclosure Form (Form Rev. 06-19) ("Principals Disclosure Form")with the Application and Development Cost Pro Forma, as outlined in Section Three of the RFA. 0 U) (2) Point Item Applicants will receive 5 points if the uploaded Principal Disclosure Form was stamped "Approved" during the Advance Review Process provided it is still correct as of Application Deadline. 2 d. General Management Company Name of the Management Company: 0 Ilfd here to enter text, If the Development consists of more than 25 units, provide, as Attachment 5, the required prior experience chart for the Management Company or a principal of the Management Company reflecting the required information. e. Authorized Principal Representative/Contact Person (1) Authorized Principal Representative contact information (required) Name: . .IL!L�.III....here..... ....xntr text,............x"......... ... Organization: CHdI...III..eii:.x".... ....enter...text, Street Address: .H1.�.11c....h..eii:.x".... ....enter...text, City: CHd here.... ....enter....text, State: CHd heret enter text, � Zip: CHdI...here.... ....enter....text, Telephone: II!1.�.III...III.x.!I:x.... ....enter....text, E-Mail Address: CHd heiret enter text, (2) Operational Contact Person information (optional) Name: . .IL!L�.I�....here..... ....enter...text, �s Organization: IL.dIII...III.x.!I:.x to.... ....x.n'..x.!I:....text,. � Street Address: .L!L�.l�....here.... ....enter....text, 0 City: IL.dIII...III.x.!L:.x to.... ....x.n'..x.!I:....text,. to enter text, ZfptIl!"iIlc Ihere.l. #... px .lx.! .I . .#. E xtext, Telephone: II!1.�.III...III.x".!I:x".... ....enter....text, Page 50 of 115 RFA 2019-101 Packet Pg. 1344 D.7.c Complete RFA as modified on 7-19-19 E-Mail Address: Ilfidl Ilhere to enter text. 0) U) 4. General Proposed Development Information a. Name of the proposed Development 0 Ilildl Ilhere to enter text. 0 b. Development Category must be new construction,with or without acquisition. All units must consist entirely of new construction units. Rehabilitation of existing units is not allowed. Demolition of current structures is allowed. 4) U) C. Select the Development Type Choose an fitern. 0 d. Resiliency Preference a 2 Does the proposed Development meet the Resiliency Preference? Choose an !tern, e. Has construction commenced? Choose an i°item. � Note: If"Yes", all rules and regulations in Item 5 of Exhibit C, which includes cross- cutting Federal Regulations, will apply. 5. Location of proposed Development 0 a. This RFA is open only to proposed Developments located in Monroe County. b. Address of Development Site .IL.!LL.III...I here.... ....entertext, E C. Does the proposed Development consist of Scattered Sites? 4- Choose a!"? !tern, d. Latitude and Longitude Coordinates (1) Latitude and Longitude Coordinates of the first site Latitude in decimal degrees, rounded to at least the sixth decimal place 0 Ilildl Ilhere to enter text. � ............................................................................................................. Longitude in decimal degrees, rounded to at least the sixth decimal place Ilildl Ilhere to enter text. � Page 51 of 115 RFA 2019-101 Packet Pg. 1345 D.7.c Complete RFA as modified on 7-19-19 0 (2) If the proposed Development consists of Scattered Sites, identify the latitude U, and longitude coordinate for any additional sites not identified above, rounded to at least the sixth decimal place: Ilfick Ihere to enter text. 0 6. Number of Building and Units 0 a. Total number of units in the proposed Development: „Ili°iiL„IIt....IIhL".p„rv„ „o enter text, 0 4- b. Set-Aside Commitments U) (1) Workforce Units 0 The Applicant must commit to set aside 100 percent of the total units at or below 80 percent Area Median Income (AMI). ° 2 (2) Extremely Low-Income (ELI) Set-Aside Units At least 10 percent of the total units must be set-aside at or below 25 percent AMI as Extremely Low-Income (ELI) Set-Aside Units. (3) Link Units for Persons with Special Needs All Developments must commit to set-aside at least 50 percent of the ELI Set- Aside units (i.e., at least 5 percent of the total units) as Link Units for Persons with Special Needs. C. Unit Mix Chart 0 Number of Number of Units per Number of Units that Bedrooms/Bathrooms Bedroom Type are ELI Set-Aside per Unit Units 0 C"Inuuse an Item, nte� IVUIT IIOa , :ntv NUITIlavR � 4— Chousean Itv[rG., I nt , Choose an Item, nt,ti IVUITIC.a.!' Ctvi NU1rIha.f:: 0 Choose an tvmG.:. DtO[ IVU[Tl;ev ntv NUIT;Ila0 E 0 0 (1) How many Zero Bedroom Units are described in the unit mix chart? .li7!..x.!I:... ''..tlirn.I .xli: Page 52 of 115 RFA 2019-101 Packet Pg. 1346 D.7.c Complete RFA as modified on 7-19-19 (2) How many one-bedroom units are described in the unit mix chart? E U) Enter Wlirnlbeir :3 0 (3) How many two-bedroom units are described in the unit mix chart? Enter Wlirnbe ury o 0 (4) How many three-bedroom units are described in the unit mix chart? 0 Enter Wlirnlbeir 0 4- (5) How many four-bedroom units are described in the unit mix chart? Enter Wlirnlbeir d. Number of Buildings Number of anticipated residential buildings: Enteir....WIllirnbeiry a 7. Readiness to Proceed 0 a. Site Control The properly executed Site Control Certification form (Form Rev. 08-18) and attachments must be provided as Attachment 6 to demonstrate site control as of Application Deadline. b. Ability to Proceed documents (1) Provide the required documentation to demonstrate zoning as Attachment 7. as (2) Provide the required documentation to demonstrate availability of electricity as Attachment 8. (3) Provide the required documentation to demonstrate availability of water as E Attachment 9. (4) Provide the required documentation to demonstrate availability of sewer as Attachment 10. (5) Provide the required documentation to demonstrate availability of roads as CM Attachment 11. 8. Construction Features 0 a. Federal requirements and State Building Code requirements for all Developments are outlined in Section Four. b. General feature requirements for all Developments are outlined in Section Four. Page 53 of 115 RFA 2019-101 Packet Pg. 1347 D.7.c Complete RFA as modified on 7-19-19 C. Accessibility feature requirements for all Developments are outlined in Section Four. E U) d. Green Building Features: (1) Green Building feature requirements for all Developments are outlined in Section Four. C) (2) Applicants must commit to achieve one of the following Green Building Certification programs described in Section Four. Choose an i°item. ........................................................................... U) 9. Resident Programs For all proposed Developments that consist of less than eight units, there is no requirement to commit to any of the resident programs below. For proposed Developments that consist of eight to 25 units, it is a Mandatory requirement that at least one of the resident programs is selected, but this may be off-site if accommodations are made so that residents can attend. For all proposed Developments that consist of more than 25 units, it is a Mandatory requirement that at least two of the resident programs are selected and offered on-site. 0 ❑ After School Program for Children ❑ Adult Literacy ❑ Employment Assistance Program ❑ Family Support Coordinator e� ❑ Financial Management Program 0 10. Funding a. Corporation Funding 0 (1) Development Funding available to all Applicants (a) Development Funding Request Amount: $ .IL!°LL.I IIheir "..to.. ....L".n'..L".!I:.... . .text, (b) Land Acquisition Program Funding Request Amount: $ ..d....I " r.L....t......... enter text. � 4- The Maximum Funding Request amounts are provided in Section Four A.10. of the RFA. (2) Other Corporation Funding (a) If a PLP loan has been awarded for this Development, provide the following information: Corporation File# Amount of Funding 0 C I id<Pr„v[v to v....tv[ tv>.. C I idtt... 0 Page 54 of 115 RFA 2019-101 Packet Pg. 1348 D.7.c Complete RFA as modified on 7-19-19 (b) If any other Corporation funds will be incorporated as a source of E financing for the proposed Development, provide the information in the U, chart below: Corporation Program Corporation File No. Amount of Funding SAI L L..!"i.l."'.!....f.I.LL....N. .. ...L...!"i.l."'.f::..f.I.LL....N 0, o HOME-Rental I n t e file IVu. I n t e f I I e IVu, 0 MMRB me file IVu. me file IVu. EHCL nte� file No, e IVu. 0 b. Non-Corporation Funding 0 Attach all funding proposals executed by the lender(s) or by any other source as Attachment 12. C. Development Cost Pro Forma 0 To meet the submission requirements, upload the Development Cost Pro Forma with the Application and CDBG-DR Principals of the Applicant and Developer(s) Disclosure 2 Form (Form Rev. 06-19) ("Principals Disclosure Form"), as outlined in Section Three of > the RFA. 0 d. Public Housing Authority as a Principal of the Applicant Entity Is a Principal of the Applicant Entity a Public Housing Authority or an instrumentality of a Public Housing Authority? Choose an !tern, If the Principal of the Applicant Entity is an instrumentality of a Public Housing 2 Authority, state the name of the Public Housing Authority: 0 Ilildl Ilhere to enter text. 11. Uniform Relocation Act E a. Are there any units occupied? h nc an i°item. ........................................................................... If"Yes"—Go to question b. below. If"No"—Go to question c. below. b. Tenant Relocation Information for Existing Properties: 0 0 (1) How many total units now exist in the development? „Ili°iix.Il�....IIhx".p„rv„ „o enter text, (2) How many units are occupied? .Ili°i Ili....II7!eire..to.. ....x.I!"?!..x.!I:....text, Page 55 of 115 RFA 2019-101 Packet Pg. 1349 D.7.c Complete RFA as modified on 7-19-19 (3) Based on the income information of each tenant, is permanent relocation U, (displacement) anticipated during or after the construction period? Choose an fitern. 0 If"Yes", how many units are affected? II!ILLk....IIh ere.... ....L".!I�'..L".!I:....ext,. 0 0 (4) Will temporary relocation of any tenants be required? 0 Choose an i°item. U) If"Yes", how many tenants will require temporary relocation? CHck...IIh.L"„p:.L"to enter text, (5) Provide the required list of all occupied units and tenant income certifications as Attachment 13. ° 2 (6) Provide the required description of how the Development will meet the set- aside requirements as Attachment 14. 0 (7) Provide the required description of how the cost of relocation will be covered as Attachment 15. C. Uniform Relocation Act (URA)Acquisition Information: e� (1) Does the Applicant or Land Owner currently own the Development site? Choose an i°item. 0 If"Yes" - Provide a narrative regarding the acquisition as Attachment 16 and skip questions (2) through (4) below. If"No" -Answer question (2) below. (2) Is the Applicant or Land Owner a private company? Choose an i°item. ........................................................................... CM If"Yes" - Provide a copy of the notice provided to the current owner/seller as Attachment 17 and skip questions (3) and (4) below. If"No" -Answer question (3) below. (3) Is the Applicant or Land Owner a public(government)Applicant? Page 56 of 115 RFA 2019-101 Packet Pg. 1350 D.7.c Complete RFA as modified on 7-19-19 Choose an fitern. U) If"Yes" -Answer question (4) below. :3 0 If"No" -Skip question (4) below. 0 (4) Does the Applicant have eminent domain power? 4) 0 Choose an i°item. If"Yes" - Provide a copy of the required notice as Attachment 18. 0 U) If"No" - Provide the required information as Attachment 18. 0 a 2 B. Addenda 0 The Applicant may use the space below to provide any additional information or explanatory addendum for items in the Application. Please specify the particular item to which the additional information or explanatory addendum applies. .IL.cIII...IIh.".!L:."to.... ....entertext,. 0 E 4- CM 0 Page 57 of 115 RFA 2019-101 Packet Pg. 1351 D.7.c RFA 2019-101 DEVELOPMENT COST PRO FORMA (Page 1 of 7) NOTES: (1) Developer fee may not exceed the limits established in Rule Chapter 67-48,F.A.C.,or this RFA Any portion of the fee that has been deferred must be included in Total Development Cost. (2) General Contractor's fee is limited to 14%of actual construction cost(for Application purposes,this is represented by :3 O A1.1.Column 3),rounded down to nearest dollar.The General Contractor's fee must be disclosed. The General Contractor's fee includes General Conditions,Overhead,and Profit. (3) For Application purposes,the maximum hard cost contingency allowed cannot exceed 5%of the amount provided in column 3 for A1.3.TOTAL ACTUAL CONSTRUCTION COSTS for Developments where 50 percent or more of the units are O new construction. Otherwise the maximum is 15%. The maximum soft cost contintengy allowed cannot exceed 5%of the amount provided in column 3 for A2.1 TOTAL GENERAL DEVELOPMENT COST. Limitations on these contingency line items post-Application are provided in Rule Chapter 67-48,F.A.C. (4) Operating Deficit Reserves(ODR)of any kind are not to be included in C.DEVELOPMENT COST and cannot be used in O determining the maximum Developer fee. In addition,an ODR is not permitted in this Application at all. If one has been included,it will be removed by the scorer,reducing total costs. However,one may be included during the credit underwriting process where it will be sized.The final cost certification may include an ODR,but it cannot exceed the amount sized during 4) credit underwriting. (5) Although the Corporation acknowledges that the costs listed on the Development Cost Pro Forma,Detail/Explanation Sheet, 4) Construction Analysis and Permanent Analysis are subject to change during credit underwriting,such costs are subject to the Total Development Cost Per Unit Limitation as provided in the RFA,as well as the other cost limitations provided in Rule Chapter 67-48,F.A.C.,as applicable. USE THE DETAIL/EXPLANATION SHEET FOR EXPLANATION OF"ITEMS. IF ADDITIONAL SPACE IS REQUIRED,ENTER THE INFORMATION ON THE ADDENDA LOCATED AT THE END OF THE APPLICATION. 4) ° What was the Development Category of the Proposed Development: New Construction(w/or w/o Acquisition) � indicate the(NP77bor of tonal units in the proposed Devefcxnr77ent: (enter a value) ** 4) O 1 3 ENTER TOTAL COSTS IN THIS TOTAL COLUMN COSTS DEVELOPMENT COSTS 4) Actual Construction Costs Accessory Buildings O Demolition New Rental Units O *Off-Site Work(explain in detail) Recreational Amenities Site Work 01 *Other(explain in detail) � 4— A1.1.Actual Construction Cost $ $ A1.2. General Contractor Fee see Nocelal (Max.14%of A1.1.,column 3) $ $ A1.3. TOTAL ACTUAL CONSTRUCTION COSTS $ $ A1.4. HARD COST CONTINGENCY see Note la) $ $ O Packet Pg. 1352 D.7.c RFA 2019-101 DEVELOPMENT COST PRO FORMA (Page 2 of 7) 1 3 ENTER TOTAL COSTS IN THIS TOTAL COLUMN COSTS General Development Costs O Accounting Fees Appraisal O C3 Architect's Fee-Site/Building Design Architect's Fee-Supervision O Builder's Risk Insurance 4) Building Permit Capital Needs Assessment Engineering Fees Environmental Report 4) FHFC Administrative Fee see Note(2) FHFC Application Fee See Note(2) O See Note(2) FHFC Compliance Fee FHFC PRL/Credit Underwriting Fees See Note(2) Green Building Certification/ HERS Inspection Costs *Impact Fees(list in detail) Inspection Fees Insurance O Legal Fees Market Study 01 Marketing/Advertising Property Taxes Soil Test Report Survey cm Tenant Relocation Costs Title Insurance&Recording Fees �S Utility Connection Fee O *Other(explain in detail) � A2.1. TOTAL GENERAL DEVELOPMENT COST $ $ A2.2. SOFT COST CONTINGENCY gee rvoce tat $ $ Packet Pg. 1353 D.7.c RFA 2019-101 DEVELOPMENT COST PRO FORMA (Page 3 of 7) 1 3 ENTER TOTAL COSTS IN THIS TOTAL COLUMN COSTS Financial Costs O Construction Loan Origination/ Commitment Fee(s) O Construction Loan Credit Enhancement Fee(s) 0 Construction Loan Interest O Non-Permanent Loan(s)Closing Costs 4) U) Permanent Loan Origination/ Commitment Fee(s) Permanent Loan Credit O Enhancement Fee(s) Permanent Loan Closing Costs a Bridge Loan Origination/ Commitment Fee(s) O Bridge Loan Interest *Other(explain in detail) A3. TOTAL FINANCIAL COSTS $ $ ACQUISITION COST OF EXISTING DEVELOPMENT(excluding land) O Existing Building(s) *Other(explain in detail) O B. TOTAL ACQUISITION COSTS OF EXISTING DEVELOPMENT(excluding land) $ $ C. DEVELOPMENTCOST $ $ (A1.3+A1.4+A2.1+A2.2+A3+B) E N Developer Fee See o[e(1) Developer Fee on Acquisition Costs 4) Developer Fee on Non-Acquisition Costs D. TOTAL DEVELOPER FEE $ $ cm E. OPERATING DEFICIT RESERVES see"te(s) $ $ F. TOTAL LAND COST $ $ G. TOTAL DEVELOPMENT COST see Hote(s) $ $ E (C+D+E+F) 0 Packet Pg. 1354 D.7.c RFA 2019-101 DEVELOPMENT COST PRO FORMA (Pane 4 of 7) Detail/Explanation Sheet 0) E U) Totals must agree with Pro Forma. Provide component descriptions and amounts for each item that has been � completed on the Pro Forma that requires a detailed list or explanation. DEVELOPMENT COSTS 0 Actual Construction Cost (as listed at Item A1.) 0 r_ Off-Site Work: 0 4) U) Other: General Development Costs (as listed at Item A2.) Impact Fees: A a� 4) Other: Financial Costs (as listed at Item A3.) Other: Acquisition Cost of Existing Developments (as listed at Item 82.) f Other: 4- NOTES Neither brokerage fees nor syndication fees can be included in eligible basis. Consulting fees,if any,and any financial or other guarantees required for the financing must be paid out of the Developer fee.Consulting fees include,but are not limited to,payments for Application consultants,construction management or supervision consultants,or local government consultants. cm 0 Packet Pg. 1355 D.7.c RFA 2019-101 DEVELOPMENT COST PRO FORMA (Pape 5 of 7) 0) E CONSTRUCTION ANALYSIS U) AMOUNT LENDER/TYPE OF FUNDS 0 A. Total Development Costs $ B. Construction Funding Sources: C3 1. First Mortgage Financing $ <select from menu> r_ 2. Second Mortgage Financing $ <select from menu> 3. Third Mortgage Financing $ <select from menu> 4) U) 4. Fourth Mortgage Financing $ <select from menu> 5. Fifth Mortgage Financing $ <select from menu> 6. Sixth Mortgage Financing $ <select from menu> 7. Seventh Mortgage Financing $ <select from menu> 2 8. Eighth Mortgage Financing $ <select from menu> 9. Ninth Mortgage Financing $ <select from menu> 0 10. Tenth Mortgage Financing $ <select from menu> 11. Other: $ 12. Other: $ 13. Deferred Developer Fee $ 14. Total Construction Sources $ C. Construction Funding Surplus (B.14.Total Construction Sources, less A.Total Development Costs): $ (A negative number here represents a funding shortfall.) Each Attachment must be listed behind its own Tab. DO NOT INCLUDE ALL ATTACHMENTS BEHIND ONE TAB. E 4- 0 Packet Pg. 1356 D.7.c RFA 2019-101 DEVELOPMENT COST PRO FORMA (Page 6 of 7) 0) E PERMANENT ANALYSIS U) AMOUNT LENDER/TYPE OF FUNDS 0 A. Total Development Costs $ B. Permanent Funding Sources: C3 1. First Mortgage Financing $ <select from menu> r_ 0 2. Second Mortgage Financing $ <select from menu> 3. Third Mortgage Financing $ <select from menu> 4) U) 4. Fourth Mortgage Financing $ <select from menu> 5. Fifth Mortgage Financing $ <select from menu> 6. Sixth Mortgage Financing $ <select from menu> 7. Seventh Mortgage Financing $ <select from menu> as 2 8. Eighth Mortgage Financing $ <select from menu> 9. Ninth Mortgage Financing $ <select from menu> 0 10. Tenth Mortgage Financing $ <select from menu> 11. Other: $ 12. Other: $ 13. Deferred Developer Fee $ 14. Total Permanent Funding Sources $ C. Permanent Funding Surplus (B.14.Total Permanent Funding Sources, less A.Total Development Costs): $ (A negative number here represents a funding shortfall.) Each Attachment must be listed behind its own Tab. DO NOT INCLUDE ALL ATTACHMENTS BEHIND ONE TAB. E 4- 0 Packet Pg. 1357 D.7.c RFA 2019-101 DEVELOPMENT COST PRO FORMA (Page 7 of 7) The intent of this page is to assist the Applicant in determining a TDC PU Limitation for the proposed Development and comparing it to the appropriate RFA's TDC PU Limitation. The accuracy of the comparison is dependent upon the accuracy of the inputs and Florida Housing takes no responsibility in any programing errors. FHFC will not use this page to score TDC PU Limitation criteria. If FHFC makes any adjustments to the Applicant's data or :3 0 assumptions,FHFC's TDC PU for Limitation purposes of the proposed Development or the TDC PU Limitation determined by FHFC may be different than the amounts provided below. Please read the RFA for qualifying responses and definition of terms. This table is optional and its use is at the sole discretion of the Applicant. Applicant is responsible to verify and be in compliance with all aspects of the Application to meet RFA criteria. 0 TDC PU LIMITATION ANALYSIS Not in South Florida, New Construction, 0 In which county is the proposed Development to be located? Monroe (Small County) 0 You have indicated above on row 32 that the Development Category of the Proposed Development is...................................... New Construction(w/or w/o Acquisition) 4) What is the proposed Development's Development Type? <select from menu> Does the proposed Development qualify as Enhanced Structural Systems Construction(ESSC)? <select from menu> 0 The TDC PU Base Limitation for the above defined Development is.......... Need Dev Type Does the proposed Development qualify for any of the following TDC PU Add-Ons or Multipliers? Choose all that apply. U) 1. (a) PHA is a Principal/Affiliate Add-On....................................... <select from menu> (b) Requesting HOME funds from FHFC Add-On.........................�� / �01D(1011,as I �,i,l alley 4) (c) Requesting CDBG-DR funds from FHFC Add-On.................... Yes 0- 2. Tax-Exempt Bond Add-On...................................................... (ColocE if alolollcalslo) 3. (a) North Florida Keys Area Multiplier........................................ <select from menu> (ColccC 010 ul liui1 it .� (b)South Florida Keys Area Multiplier........................................ <select from menu> alppliaalslo) 4. (a) Persons with Developmental Disabilities Multiplier.................. (b) Persons with a Disabling Condition Multiplier.......................... � (ColocE 010 or 110 (c) Persons with Special Needs Multiplier................................... ul liui1,as alppliaalslo) 0 (d) Homelss Demographic Multiplier.......................................... 5. Elderly ALF Multiplier............................................................. (Scic.�olorE�.�if alppllcalslo) if .. ..................... ... ,.,. E (b) More than 50 units, but less than 81 units Multiplier'............ s calslo)s 6. (a) Less than 51 units Multiplier'.......... . .... (Sc a 'For 9%HC Permanent Supportive Housing RFAs only. The proposed Development must be new construction to qualify as well as not being located in Monroe County. The final overall TDC PU Limitation for the above defined Development is.. Derivation of the TDC PU of the proposed Development for Limitation purposes: 4— Total Development Costs(Line G.,column 3) $0.00 Less Land Costs(Line F.,column 3) $0.00 Less Operating Deficit Reserves(Line E.,column 3) $0.00 M Less Demolition and Relocation Costs, if applicable $0.00 TDC of the proposed Development for Limitation Purposes: $0.00 TDC PU of the proposed Development for Limitation Purposes: $0.00 (Need Unils) Is the proposed Development's TDC PU for Limitation purposes equal to or less than the TDC PU Limitation provided in the RFA?.................. TBD Packet Pg. 1358 D.7.c Complete RFA as modified on 7-19-19 Exhibit B—Definitions E "100% Non-Profit An entity that is wholly-owned (i.e. 100 percent owned) by one or more qualified Entity" non-profit organizations as defined in Section 42(h)(5)(C), subsection 501(c)(3) and 501(c)(4) of the Internal Revenue Code, as in effect on the date of this RFA, and organized under Chapter 617, F.S., if a Florida corporation, or organized under similar state law if organized in a jurisdiction other than Florida, to provide housing and other services on a not-for-profit basis. 0 "Affiliate" Any person that: 0 (a) Directly or indirectly,through one or more intermediaries, controls, is controlled by, or is under common control with the Applicant or Developer; (b) Serves as an officer or director of the Applicant or Developer or of any Affiliate of the Applicant or Developer; (c) Directly or indirectly receives or will receive a financial benefit from a Development with the exception of third-party lenders, third-party management agents or companies, third-party service providers, Housing Credit Syndicators, credit enhancers regulated by a state or federal agency, or contractors whose total fees are within the limit described in this RFA, or (d) Is the spouse, parent, child, sibling, or relative by marriage of a person described in paragraph (a), (b) or(c), above. "Applicant" Any person or legal entity of the type and with the management and ownership structure described herein that is seeking a loan or funding from the Corporation by submitting an Application or responding to a competitive solicitation pursuant to Rule Chapter 67-60, F.A.C.,for one or more of the Corporation's programs. o "Community A 501(c)(3)Applicant which acquires or develops parcels of land for the primary Land Trust" purpose of providing affordable housing in perpetuity through conveyance of the structural improvement subject to a long term ground lease which retains a preemptive option to purchase any such structural improvement at a price determined by a formula designed to ensure the improvement remains affordable 4- in Perpetuity. "Developer" Any individual, association, corporation,joint venturer, governmental organization, or partnership which possesses the requisite skill, experience, and credit CM worthiness to successfully produce affordable housing as required in the Application. "Development The total of all costs incurred in the completion of a Development excluding Cost" Developer Fee, operating deficit reserves, and total land cost as typically shown in 0 the Development Cost line item on the development cost pro forma. Page 58 of 115 RFA 2019-101 Packet Pg. 1359 D.7.c Complete RFA as modified on 7-19-19 "For Profit Entity" A entity with an ownership structure that includes an entity with at least one for CD profit Principal, and therefore does not meet the definition of 100% Non-Profit U, Entity. "Land Authority" An entity created by Section 380.0663, F.S. 0 0 "Land Owner" For purposes of Priority I and II Applications, a Local Government, Public Housing 4) Authority, Land Authority, or Community Land Trust that owns the land or will own the land used for the proposed Development. A Land Owner Certification form is required to be submitted in all Priority I or 11 Applications. The Land Owner will be the recipient of the amount of CDBG-DR Funding needed for land acquisition when 0 land acquisition costs are part of the Development Cost of any Priority I Applications and Priority 11 Applications. "Local Local Government as defined in Section 420.503 F.S. Government" 2 "Non-Profit" A qualified non-profit entity as defined in Section 42(h)(5)(C), subsection 501(c)(3) or 501(c)(4) of the IRC and organized under chapter 617, F.S., if a Florida Corporation, or organized under similar state law if organized in a jurisdiction other than Florida, to provide housing and other services on a not-for-profit basis,which owns at least 51 percent of the ownership interest in the Development held by the general partner or managing member entity, which shall receive at least 25 percent of the Developer Fee, and which entity is acceptable to federal and state agencies and financial institutions as a Sponsor for affordable housing. A for-profit entity wholly owned by one or more qualified non-profit organizations will constitute a Non-Profit entity.The purpose of the Non-Profit must be, in part, to foster low- income housing and such purpose must be reflected in the Articles of Incorporation of the Non-Profit entity. A Non-Profit entity shall own an interest in the Development, either directly or indirectly; shall not be affiliated with or controlled by a for-profit Corporation; and shall materially participate in the development and operation of the Development throughout the total affordability period as stated in the Land Use Restriction Agreement. E "Perpetuity" At least 99 years from the loan closing. 4- "Principal" (a) For a corporation, each officer, director, executive director, and shareholder of the corporation. (b) For a limited partnership, each general partner and each limited partner of the limited partnership. (c) For a limited liability company, each manager and each member of the limited liability company. 0 (d) For a trust, each trustee of the trust and all beneficiaries of majority age (i.e.; 18 years of age) as of Application deadline. E Page 59 of 115 RFA 2019-101 Packet Pg. 1360 D.7.c Complete RFA as modified on 7-19-19 (e) For a Public Housing Authority, each officer, director, commissioner, and CD executive director of the Authority. U, 0 (f) For a Local Government or Land Authority, a designated individual with authority to bind the Local Government or Land Authority and execute documents on behalf of the Local Government or Land Authority. to "Public Housing Public Housing Authority as created in 421.04, F.S. Authority" 0 "Regulated (a)A state or federally chartered entity authorized to transact business in this state Mortgage that regularly engages in the business of making mortgage loans secured by real Lender" property in this state, whose mortgage lending activities subject it to the jurisdiction of the State of Florida Office of Financial Regulation,the Board of Governors of the Federal Reserve, Office of the Comptroller of the Currency, the National Credit Union Administration, or the Federal Deposit Insurance Corporation; (b)A Fannie Mae-approved lender whose name appears on the Fannie 0 Mae list of Delegated Underwriting and Servicing (DUS°) Lenders*; (c) A HUD- approved lender whose name appears on the U.S. Department of Housing and Urban Development (HUD) list of Multifamily Accelerated Processing (MAP) Approved Lenders*; (d) A RD-approved lender whose name appears on the U.S. Department of Agriculture, Rural Development(RD), list of Section 538 Guaranteed Rural Rental Housing approved lenders*; or(e) A Freddie Mac-approved multifamily lender whose name appears on Freddie Mac's lists of Program Plus (Florida region) lenders,Targeted Affordable Housing lenders or Seniors Housing Y lenders*; or(f) a mortgage lender that is a certified Community Development Financial Institution (CDFI) in the State of Florida that has been awarded funding from the CDFI Fund in a cumulative amount of at least$5,000,000, exclusive of New Market Tax Credit(NMTC) awards,whose name and CDFI awards can be confirmed on the CDFI Fund's web site (Qualified CDFI, and the affiliate(s) of such Qualified CDFI. As used herein,the affiliate(s) of a Qualified CDFI means the parent, subsidiary or successor of the Qualified CDFI, or an entity that shares common ownership or management with the Qualified CDFI. If the lender is an affiliate of the Qualified CDFI,the funding letter(s) being considered by the Corporation must include the name of the Qualified CDFI and a statement that the lender is an affiliate of the Qualified CDFI. *These documents are available on the RFA Website. "Workforce All of the units must be general occupancy, set aside at 80 percent AMI or less. Housing" "Zero Bedroom A single person occupancy unit of at least 350 square feet that includes a private full Unit" bathroom and a vertical closet for clothing.The unit shall include a kitchen with a 0 refrigerator,stove and sink. Page 60 of 115 RFA 2019-101 Packet Pg. 1361 D.7.c Complete RFA as modified on 7-19-19 Exhibit C—Additional Information 1. Total Development Cost Per Unit Limitation a. The Total Development Cost Per Unit Limitation was reviewed during the scoring process as outlined in Section Five, A. During credit underwriting and final cost 0 certification, the Total Development Cost Per Unit Limitation will be reviewed again using the values in the chart below. r_ 0 Total Development Cost Per Unit Base Limitations 0 New Construction Units a Measure Wood* E55* Maximum TDC Per Unit Limitation** 0 for all counties except Broward and $206,000 $248,000 Miami-Dade Maximum TDC Per Unit Limitation** for Broward and Miami-Dade $217,000 $260,000 counties 4) Applicable TDC Multipliers(to be applied against the Development's TDC)and TDC Add-Ons(to be added to the Maximum TDC Per Unit Limitation) --------------------------------------------------------------------------------------------------------------------------------------------------- CL TDC Multiplier for Florida Keys Area for all areas north of PlantationCL Key(i.e.,north of Tavernier Creek) 65% cc .................................................................................................................................................................................................................................................................................................................................................................................. TDC Multiplier for Florida Keys Area for all areas located on or south 50%*** of Plantation Key(i.e.,south of Tavernier Creek) $5,000 of additional per unit costs TDC Add-On for the additional costs related to the Federal Program will be added to the above Maximum TDC Per Unit Limitation ................................................................................................................................................................................................................................................................................................................................................................................. * ESS means Enhanced Structural Systems Construction. M ** Exclusive of land costs and exclusive of any approved operating deficit reserves that are part of the permanent phase(i.e.,non- construction)financing for the Development which have not been included within the Developer fee.When the term of operating e deficit reserves(ODR)is mentioned in this TDC Per Unit Limitation section,the term shall refer to these particular operating deficit reserves. Examples of reserves which can be considered part of the operating deficit reserve for this calculation are s provided in the Operating Deficit Reserve portion of the Funding section in the RFA.For purposes of property acquisition valuation(land with or without building improvements),the Corporation uses the lesser of the appraised value,or the actual cost , of acquisition.The appraised value will be determined during credit underwriting.When land costs are referenced in this TDC Per Unit Limitation section,the reference shall be limited to the amount of the land cost approved by the Corporation to be provided in the final cost certification under the land owned cost line item.For Applicants that have a public housing authority/instrumentality of a public housing authority listed as a Principal on the Applicant's Principal Disclosure Form may also exclude demolition costs and tenant relocation costs from TDC PU Limitation calculations. The total amount of costs that are to e be excluded from the TDC Per Unit Limitation process are the applicable land costs,operating deficit reserves and certain PHA costs described herein are referred to in Exhibit C in the congregate as applicable qualifying costs. ***If the proposed Development consists of Scattered Sites,the 50%TDC Multiplier applies only if all of the sites are located south of Tavernier Creek. as e b. Any Applicant that has the Credit Underwriter present a credit underwriting report with an amount that exceeds these limitations by more than 5 percent, after taking into consideration an escalation factor for development costs rising after the Application 0 Deadline of 3.0 percent for any Development with the Development Category of new construction and incorporating any applicable TDC reduction and adjustments processes provided below will receive a negative recommendation by the Credit Underwriter. Page 61 of 115 RFA 2019-101 Packet Pg. 1362 D.7.c Complete RFA as modified on 7-19-19 Any Applicant that has the Credit Underwriter present a credit underwriting report with CD E an amount that exceeds these limitations will require staff to review the credit U, underwriting report for compliance to the TDC reduction and adjustment procedure provided below: (1) A TDC Per Unit Limitation is the maximum allowable and is determined by adding the applicable TDC Per Unit Base Limitation from the table above with 0 respect to the Development as provided in this RFA to any applicable TDC add- r_ on and multiplying that sum by the appropriate escalation rate, and then dividing by any applicable TDC multiplier and finally taking the resulting amount and multiplying it by the number of total units in the Development. If there are - multiple unit types, this process is done for each unique unit type and then they are all added together. The Developer Fee will be limited to the maximum allowable within the TDC Per 0 Unit Limitation, in all instances. A Developer Fee can be earned on Development Cost as defined in Exhibit B, up to the maximum allowed within the TDC Per Unit Limitation, but it cannot be earned on costs in excess of said 2 limitation. If the Development costs exceed the amount allowed by the TDC Per Unit Limitation, then the maximum allowable Developer Fee will be adjusted as outlined below. The maximum allowable Developer Fee limit can be determined by taking the TDC Per Unit Limitation amount and dividing by 1.16* and then multiply the result by 16 percent*. This will yield the maximum allowable Developer Fee within the TDC Per Unit Limitation. Prior to determining any necessary adjustment, if the Developer Fee initially stated by the Applicant or Credit Underwriter is in excess of the maximum allowable Developer Fee as provided in 1.b.(1) above, the stated Developer Fee will be reduced to said maximum allowable Developer Fee, and the TDC will be equally reduced to incorporate the cost reduction. (2) Subsequent to reducing the stated Developer Fee to the maximum allowable amount provided above, additional adjustments may be necessary if the TDC Per Unit Limitation remains exceeded. An adjustment to the maximum allowable Developer Fee limit shall be determined by reducing the maximum allowable Developer Fee, as determined in 1.b.(1) above, dollar-for-dollar,for 4- any costs in excess of the amount allowed by the TDC Per Unit Limitation, up to the lesser of(a)the actual amount of costs in excess of the amount allowed by the TDC Per Unit Limitation, (b) $500,000, or(c) 25 percent of the initial maximum allowable Developer Fee limit. If the stated Developer Fee, inclusive CM of any necessary adjustments incorporated above, exceeds the maximum allowable Developer Fee limit as adjusted herein,the stated Developer Fee, inclusive of any necessary adjustments incorporated above shall be further adjusted to not exceed the new maximum allowable Developer Fee limit, and the Applicant's TDC will be equally reduced to incorporate the cost reduction. If 0 after following this Developer Fee limitation process, the Applicant's TDC exclusive of the applicable qualifying costs is reduced to be within the amount allowed by the TDC Per Unit Limitation,then the Developer Fee adjustment Page 62 of 115 RFA 2019-101 Packet Pg. 1363 D.7.c Complete RFA as modified on 7-19-19 calculation is complete. If the Applicant's TDC exclusive of the applicable qualifying costs remains above the amount allowed by the TDC Per Unit U, Limitation,then there is an additional Developer Fee adjustment process, as outlined in (3) below. (3) An additional Developer Fee limitation adjustment will be initiated to further reduce the allowable maximum Developer Fee limit in the event the Applicant's 0 TDC exclusive of the applicable qualifying costs (as adjusted above) exceeds the TDC Per Unit Limitation. The reduction will be determined by deriving a 0 percentage amount that the Applicant's TDC exclusive of the applicable qualifying costs (as adjusted above) exceeds the TDC Per Unit Limitation and 0 multiplying this excess percentage by the amount of the adjusted Developer Fee, resulting in a product that is the additional adjustment to the Developer Fee. For instance, if the Applicant's adjusted TDC excusive of the applicable qualifying costs exceeds the limitation by 4 percent, then the maximum allowable Developer Fee limit is further reduced by 4 percent. If the stated Developer Fee is greater than this limit, it must be reduced to be equal to the new limit. Once this step is complete, there is no further Developer Fee adjustment or corresponding cost savings mandated to be incorporated into the Applicant's TDC for this process. It is at this point that the Applicant's adjusted TDC exclusive of the applicable qualifying costs are compared to the TDC Per Unit Limitation, and if the TDC Per Unit Limitation is exceeded by more than 5 percent (as presented in the opening paragraph of 1.b above), the credit underwriting report shall be presented with a negative recommendation by the Credit Underwriter. 0 As a note, if the Developer Fee in the credit underwriting report is already at or below the maximum allowable Developer Fee limit,then there is no additional adjustment mandated to be incorporated into the Developer Fee. This also means there are no 0 corresponding cost savings to reduce the Applicant's TDC since all TDC cost reductions stemming from this process are coming from reducing the Developer Fee. If the Developer Fee in the credit underwriting report needs to be reduced to incorporate any adjustment as provided above, then as the Developer Fee is reduced, so is the Applicant's TDC in order to incorporate the reduced Developer Fee cost. 0 For example: A 45-unit Development located in Monroe County with a Development Category of new construction and a Development Type of Garden-ESSC(NC). The credit underwriter initially reports the Applicant's TDC of$19,030,000, inclusive of the Applicant's stated Developer Fee of$2,620,000, but exclusive of applicable qualifying costs at time of credit underwriting, and also prior to any adjustment. The Applicant does qualify for a TDC Add-On of$5,000 for the Federal Boost and it qualifies for the TDC Multiplier of 65%for the North Florida Keys Area. 0 Calculate TDC Limitation for the Development and Maximum Allowable Developer Fee 0 Page 63 of 115 RFA 2019-101 Packet Pg. 1364 D.7.c Complete RFA as modified on 7-19-19 1.(a) TDC Per Unit Base Limitation, inclusive of any applicable TDC Add-On ($5,000), �a any applicable TDC Multiplier (65%), and the credit underwriting escalation rate U, (3.0%): [ ($248,000.00 Per Unit+$5,000 TDC Add-On)x 45 Garden-ESSC (NC) Units )x(1 +3.0%) ]/65%TDC Multiplier=$18,040,846. (To determine the final TDC PU Limitation, divide by total units: $18,040,846/45 Total Units= $400,907.69 Per Unit.) o C) 1.(b) Implied maximum Development Cost per the limitation: $18,040,846+ 1.16= $15,552,454. 1.(c) Determine maximum allowable Developer Fee limit within the TDC limitation (prior to any applicable Developer Fee adjustment): $15,552,454 x 16%_ $2,488,392. (Note: The calculations in both 1.(b) and 1.(c) incorporates the requirement to round down the Developer Fee to the next lower whole dollar.) First Developer Fee/TDC adjustment Calculation Methodology(If necessary) ° 2.(a)(i) Is the Applicant's initial Developer Fee ($2,620,000) greater than the maximum allowable of$2,488,392? $2,620,000>$2,488,392; Yes. 0 2.(a)(ii) If the response to 2.(a)(i) is "Yes",then determine the excess: $2,620,000 - $2,488,392 =$131,608(initial excess Developer Fee). 2.(b) Reduce the Applicant's initial Developer Fee to the lesser of either the maximum allowable ($2,488,392) or the Applicant's initial fee ($2,620,000) and reduce the Applicant's initial TDC by an equal amount: $2,620,000 -$131,608=$2,488,392 (Applicant's initial adjusted fee); $19,030,000-$131,608=$18,898,392 (Applicant's initial adjusted TDC). 0 2.(c) If the response to 2.(a)(i) is "No" or once the adjustment of 2.(b) has been completed, then determine if the Applicant's (adjusted)TDC remains in excess of the limitation and if so, the amount of the excess: $18,898,392 (initial adjusted TDC) >$18,040,846(TDC limitation); $18,898,392 -$18,040,846= $857,546 (excess). 2.(d) Determine the components used to calculate an adjusted maximum allowable Developer Fee. Any adjustment will be the lesser of either(i) 100% of the excess TDC ($857,546), (ii) $500,000, or (iii) 25 percent of the maximum allowable Developer Fee limit(25%x$2,488,392 =$622,098) : $500,000< $622,098<$857,546. 2.(e) Apply the least amount of the three components in 2(d) above ($500,000)to determine the maximum allowable Developer Fee limit, subject to this adjustment: $2,488,392 -$500,000=$1,988,392 (maximum fee limit at this o stage). 2.(f) Determine if the Applicant's initial adjusted Developer Fee (as provided in 2.(b) E above) is greater than the new maximum allowable Developer Fee limit(from Page 64 of 115 RFA 2019-101 Packet Pg. 1365 D.7.c Complete RFA as modified on 7-19-19 2.(e) above) and, if so, reduce the Applicant's initial adjusted fee appropriately: CD E $2,488,392 (Applicant's initial adjusted fee) > $1,988,392 (maximum fee limit at ) this stage); Adjust the fee appropriately: Applicant's interim adjusted fee= $1,988,392. 2.(g) Determine the Applicant's TDC reduction due to the Developer Fee adjustment in 2.(f) above and apply the adjustment accordingly: $2,488,392 (Applicant's 0 initial adjusted fee) -$1,988,392 =$500,000 (Applicant's TDC reduction); $18,898,392 -$500,000=$18,398,392 (Applicant's interim adjusted TDC). o Second Developer Fee/TDC adjustment Calculation Methodology(If necessary) 0 U) 3.(a) Determine the percentage the Applicant's (adjusted)TDC without the applicable costs as adjusted above in 2. that exceeds the amount allowed b qualifying ( 1 (8)) Y the TDC Per Unit Limitation: Amount of excess TDC: $18,398,392 (Applicant's interim adjusted TDC) -$18,040,846 (TDC limitation) =$357,546(excess TDC); 0 Excess TDC as a percentage of TDC Limitation: $357,546-$18,040,846= 1.98%. (Note: This number is only rounded here for illustrative purposes. The actual calculation will not be rounded.) 3.(b) Determine the final maximum Developer Fee limit: 1.98%x$1,988,392 (maximum fee limit from 2.(e) above) =$39,407; $1,988,392 -$39,407 = $1,948,985 (final maximum allowable Developer Fee limit). 3.(c) Determine if the Applicant's interim adjusted Developer Fee (from 2.(f) above) is greater than the final maximum allowable Developer Fee limit (from 3.(b) above) and, if so, reduce the Applicant's interim adjusted Developer Fee appropriately: $1,988,392 (Applicant's interim adjusted fee) >$1,948,985 (final fee limitation); $1,988,392-$39,407 =$1,948,985 (Applicant's final adjusted Developer Fee). o 3.(d) Determine the Applicant's final adjusted TDC at time of credit underwriting by taking the Applicant's interim adjusted TDC(as provided in 2.(g) above) and subtracting any adjustment to the Applicant's final adjusted Developer Fee (from 3.(c) above): $18,398,392 -$39,407=$18,358,985 (Applicant's final adjusted TDC). 4- 3.(e) Verify the status of the 5%variance test: ($18,358,985 -$18,040,846)/ $18,040,846= 1.76%, which falls within the criteria of being less than or equal to 5%above of the amount allowed by the TDC Per Unit Limitation. cm C. Any Applicant that presents a Final Cost Certification Application Package (FCCAP) that 4-2 has applicable TDC amounts that exceed the TDC Per Unit Limitation will require staff to review the FCCAP for compliance to the procedure provided in (1), (2) and (3) below if the Applicant did not have its Developer Fee adjusted at credit underwriting as provided in 1.b. above, either voluntarily or by the credit underwriter in order to get o the Applicant's TDC exclusive of the applicable qualifying costs to be in compliance with the TDC Per Unit Limitation requirements. Page 65 of 115 RFA 2019-101 Packet Pg. 1366 D.7.c Complete RFA as modified on 7-19-19 (1) A TDC Per Unit Limitation is the maximum allowable and is determined by E adding the applicable TDC Per Unit Base Limitation from the table above with U, respect to the Development as provided in this RFA to any applicable TDC add- on and multiplying that sum by the appropriate escalation rate, and then dividing by any applicable TDC multiplier and finally taking the resulting amount and multiplying it by the number of total units in the Development. If there are to multiple unit types, this process is done for each unique unit type and then they are all added together. 0 The Developer Fee will be limited to the maximum allowable within the TDC Per Unit Limitation, in all instances. A Developer Fee can be earned on 4- Development Cost as defined in Exhibit B, up to the maximum allowed within the TDC Per Unit Limitation, but it cannot be earned on costs in excess of said limitation. If the Development costs exceed the amount allowed by the TDC Per Unit Limitation, then the maximum allowable Developer Fee will be adjusted as outlined below. The maximum allowable Developer Fee limit can be determined by taking the TDC Per Unit Limitation amount and dividing by 1.16* and then multiply the result by 16 percent*. This will yield the maximum allowable Developer Fee within the TDC Per Unit Limitation. Prior to determining any necessary adjustment, if the Developer Fee initially stated by the FCCAP is in excess of the maximum allowable Developer Fee as provided in 1.c.(1) above, the Developer Fee will be reduced to said maximum allowable Developer Fee, and the Applicant's TDC will be equally reduced to incorporate the cost reduction. (2) Subsequent to reducing the Developer Fee to the maximum allowable amount, additional adjustments may be necessary if the TDC Per Unit Limitation remains exceeded. An adjustment to the maximum allowable Developer Fee limit shall be determined by reducing the maximum allowable Developer Fee 2 limit as determined in 1.c.(1) above, dollar-for-dollar,for any costs in excess of the amount allowed by the TDC Per Unit Limitation, up to the lesser of(a)the actual amount of costs in excess of the amount allowed by the TDC Per Unit Limitation, (b) $250,000, or(c) 10 percent of the initial maximum allowable Developer Fee limit. If the stated Developer Fee, inclusive of any necessary adjustments incorporated above, exceeds the maximum allowable Developer Fee limit as adjusted herein, the stated Developer Fee, inclusive of any necessary adjustments incorporated above, shall be further adjusted to not exceed the new maximum allowable Developer Fee limit, and the Applicant's TDC will be equally reduced to incorporate the cost reduction. If, after following this Developer Fee limitation process, the Applicant's TDC exclusive of the applicable qualifying costs is reduced to be within the amount allowed by the TDC Per Unit Limitation, then the Developer Fee adjustment calculation is complete. If the Applicant's TDC exclusive of the applicable qualifying costs remains above the amount allowed by the TDC Per Unit Limitation,then there is an additional Developer Fee adjustment process, as outlined in (3) below. (3) An additional Developer Fee limitation adjustment will be initiated to further reduce the maximum allowable Developer Fee limit in the event the Applicant's TDC exclusive of the applicable qualifying costs (as adjusted above) Page 66 of 115 RFA 2019-101 Packet Pg. 1367 D.7.c Complete RFA as modified on 7-19-19 exceeds the TDC Per Unit Limitation. The reduction will be determined by deriving a percentage amount that the Applicant's TDC exclusive of the U, applicable qualifying costs (as adjusted above) exceeds the amount allowed by the TDC Per Unit Limitation, and multiplying this excess percentage by the amount of the adjusted Developer Fee, resulting in a product that is the additional adjustment to the Developer Fee. For instance, if the Applicant's o to adjusted TDC exclusive of the applicable qualifying costs exceeds the limitation, by 4 percent, then the maximum allowable Developer Fee limit is further reduced by 4 percent. If the stated Developer Fee is greater than this limit, it o must be reduced to be equal the new limit. Once this step is complete, there is no further Developer Fee adjustment or corresponding cost savings to be 0 incorporated into the Applicant's TDC as a result of this process. If the Applicant already had its Developer Fee adjusted at credit underwriting as provided in 1.b. above, either voluntarily or by the credit underwriter in order to get 0 the Applicant's TDC exclusive of the applicable qualifying costs to be in compliance with the TDC Per Unit Limitation requirements, but the Applicant's TDC without the applicable qualifying costs in the FCCAP is now less than the Applicant's TDC without the applicable qualifying costs provided in the credit underwriting report,then the Developer Fee will be re-evaluated based on the procedure provided in 1.b. above,just as if it were going through the credit underwriting report process again. If the Applicant already had its Developer Fee adjusted at credit underwriting as provided in 1.b. above, either voluntarily or by the credit underwriter in order to get the Applicant's TDC exclusive of the applicable qualifying costs to be in compliance with 2 the TDC Per Unit Limitation requirements, and the Applicant's TDC the applicable qualifying costs in the FCCAP exceeds the Applicant's TDC without the applicable 0 qualifying costs provided in the credit underwriting report, then the Developer Fee will have an additional adjustment to be incorporated as provided in (4) below. For the adjustment process below,the maximum initial Developer Fee (i.e., prior to any o adjustments provided in (4) below) cannot exceed the final Developer's fee as stated in the credit underwriting report. (4) For an Applicant that already had its Developer Fee adjusted at credit underwriting as provided in 1.b. above and whose TDC without the applicable qualifying costs in the FCCAP exceeds the Applicant's TDC without the applicable qualifying costs provided in the credit underwriting report,the maximum allowable Developer Fee limit will incorporate an additional adjustment. This additional Developer Fee adjustment will be the lesser of(a) the difference between the amount of the Applicant's TDC exclusive of the applicable qualifying costs as reported in the FCCAP that is in excess of the CM Applicant's TDC exclusive of the applicable qualifying costs provided in the credit underwriting report, (b) $250,000, or(c) 10 percent of the allowable Developer Fee reported in the credit underwriting report. If the Developer Fee in the FCCAP is already equal to or less than the maximum allowable Developer 0 Fee limit as determined with the incorporation of this additional Developer Fee adjustment, then neither the Developer Fee nor the Applicant's TDC is further reduced. For example: Page 67 of 115 RFA 2019-101 Packet Pg. 1368 D.7.c Complete RFA as modified on 7-19-19 Assuming the Development in the example provided in 1.b. above provides an FCCAP E with the Applicant's TDC, exclusive of the applicable qualifying costs,which is$265,000 U, higher than the Applicant's TDC, exclusive of applicable qualifying costs, provided in the credit underwriting report, but the Developer Fee is the same as provided in the credit underwriting report of$1,948,985. The additional Developer Fee adjustment will be the lesser of(a) $265,000 (the new excess costs), (b) $250,000 (the maximum dollar limit of o this additional Developer Fee adjustment), or(c) $194,899 (10%of the allowable Developer Fee reported in the credit underwriting report). 0 Since option (c) is the least amount of the three options, the allowable Developer Fee will be lowered by$194,899. Since the Applicant's Developer Fee initially reported in 4- the FCCAP is equal to the allowable Developer Fee reported in the credit underwriting report,the Applicant's Developer Fee will be adjusted in the same manner as the allowable Developer Fee. The allowable Developer Fee and the Applicant's Developer Fee will be$1,754,086. The Applicant's TDC, exclusive of applicable qualifying costs, in the FCCAP would be adjusted to$18,429,086 ($18,358,985 from the credit underwriting report plus $265,000 of new additional costs less$194,899 for the reduction in allowable Developer Fee). As a note, if the Developer Fee in the FCCAP is already at or below this allowable Developer Fee, then there is no additional adjustment to be incorporated into the Developer Fee. This also means there are no corresponding costs savings to reduce the Applicant's TDC since all TDC cost reductions stemming from this process are coming from reducing the Developer Fee. If the Developer Fee in the FCCAP needs to be reduced to incorporate any adjustments provided above,then as the Developer Fee is reduced, so is the Applicant's TDC in order to incorporate the reduced Developer Fee cost. * These figures represent the applicable Developer Fee percentage for the Development of 16%and one plus the applicable Developer Fee percentage for the Development(1+16%). 2. Florida Job Creation Funding Preference Each Application will be measured to determine whether it qualifies for the Florida Job Creation CD Funding Preference. To determine eligibility for the preference, the Corporation will calculate E the Application's Florida Job Creation score,which will reflect the number of Florida jobs per$1 4- million of implied eligible CDBG-DR Development Funding amount requested at question 10.a.(1)(a) of Exhibit A. To qualify for the Florida Job Creation Funding Preference in Section Five of the RFA, all Applications must earn a Florida Job Creation score equal to or greater than 1.09. If an Applicant requested Land Acquisition Program Funding, it will not be used in this CM calculation. Determination of the Florida Job Creation score will be based on the following information: • The number of total units committed to by the Applicant (as stated by the Applicant at 0 question 6.a. of Exhibit A); • The Florida job creation rate of 1.738 Florida Jobs per Single Family Unit; • The Florida job creation rate of 3.974 Florida Jobs per non-Single Family Unit; Page 68 of 115 RFA 2019-101 Packet Pg. 1369 D.7.c Complete RFA as modified on 7-19-19 • The Eligible CDBG-DR Development Funding Request Amount. �a E U) The score for the Florida Rate of Job Creation per$1 million of CDBG-DR funding will be measured using the following calculation: a. Developments consisting of only Single Family units: C) 0 Number of units x 1.738 Florida Jobs per Unit x 1,000,000/ Eligible CDBG-DR Development Funding Request Amount= Florida Jobs per$1 million of CDBG-DR funding. 0 0 For example: Application A consists of 15 Single Family units and has an Eligible CDBG-DR Development Funding Request Amount of$5,500,000. 15 x 1.738 x 1,000,000/5,500,000= Florida Job Creation score of 4.74. a b. Developments consisting of only non-Single Family units: 0 Number of units x 3.974 Florida Jobs per Unit x 1,000,000/ Eligible CDBG-DR Development Funding Request Amount= Florida Jobs per$1 million of CDBG-DR funding. For example: Application B consists of 15 non-Single Family units and has an Eligible CDBG-DR Development Funding Request Amount of$5,500,000. 15 x 3.974 x 1,000,000/5,500,000= Florida Job Creation score of 10.84. C. Developments consisting of both Single Family and non-Single Family units: (Number of Single Family units x 1.738 Florida Jobs per unit+ Number of non-Single Family units x 3.974 Florida Jobs per unit)x 1,000,000/the Eligible CDBG-DR Development Funding Request Amount= Florida Jobs per$1 million of CDBG-DR funding. CM For example: Application C consists of 10 Single Family units and 5 non-Single Family units and has an Eligible CDBG-DR Development Funding Request Amount of$5,500,000. 0 (10 x 1.738+5 x 3.974)x 1,000,000/5,500,000= Florida Job Creation score of 6.77. Page 69 of 115 RFA 2019-101 Packet Pg. 1370 D.7.c Complete RFA as modified on 7-19-19 In the above examples, the Application will qualify for the Job Creation Funding Preference E because it has a Florida Job Creation score that is at least 1.09. U, 0 3. Fees 0 The Corporation and, if applicable, the Credit Underwriter shall collect via check or money order 0 from the Applicant the following fees and charges in conjunction with this RFA. Failure to pay any fee shall cause the funding awarded to be withdrawn. All fees set forth below, except for Loan Servicing Fees, are part of Development Cost and can 4) be included in the Development Cost Pro Forma and paid with loan proceeds. a. Application Fee 0 All Applicants requesting funding in this RFA shall submit to the Corporation as a part of the Application submission a non-refundable Application fee as follows: ° 2 • The Application Fee for Priority I Applications is$1,500. • The Application fee for Priority II and III Applications is$3,000. b. Credit Underwriting Fees The following fees are not the fees that will be charged but are listed below for estimation purposes of completing the Development Cost Pro-Forma in the Application. The actual fees will be determined based on the current contract, including any addendum, for services between the Corporation and the Credit Underwriter(s) in effect at the time underwriting begins. 0 (1) Initial fee: $14,082 (2) Re-underwriting fee: $181 per hour, not to exceed $7,990. Any Development requiring further analysis by the Credit Underwriter will be subject to a fee based on an hourly rate determined pursuant to contract between the Corporation and the Credit Underwriter. All credit underwriting fees shall be paid by the Applicant prior to the performance of the analysis by the Credit Underwriter. If the Development involves Scattered Sites of units within a single market area, a single credit underwriting fee shall be charged. (3) Extraordinary Services fee (which includes the Capital Needs Assessment Review, if applicable): $181 per hour. (4) Credit Underwriting Extension Fees Credit underwriting extension fees are outlined in Exhibit F. C. Compliance Monitoring Fees Page 70 of 115 RFA 2019-101 Packet Pg. 1371 D.7.c Complete RFA as modified on 7-19-19 The following fees are not the fees that will be charged but are listed below for CD E estimation purposes of completing the Development Cost Pro-Forma in the Application. U, The actual fees and percentage increases will be determined based on the current contract, including any addendum, for services between the Corporation and the Compliance Monitor(s). Fees will be for a term of 50 years. 0 (1) Initial Fee 0 A total annual fee comprised of a base fee of$168 per month +an additional fee per set-aside unit of$10.30 per year, subject to a minimum of$263 per month, and subject to an automatic annual increase of 3 percent of the prior 0 year's fee (2) Follow-up Reviews/Extraordinary Services fee: $181 per hour 0 e. Credit Underwriting and Loan Closing Extension Fees In the event the loan does not close within the timeframes prescribed, extension fees 2 will be assessed as follows: (1) The firm loan commitment(s) must be issued as follows: The firm loan commitment must be issued within 12 months of the Applicant's acceptance to enter credit underwriting. Unless an extension is approved by the Corporation in writing, failure to achieve credit underwriting report approval and issuance of a firm loan commitment by the specified deadline shall result in withdrawal of the preliminary commitment. Applicants may request one extension of up to six months to secure a firm loan commitment. All extension requests must be submitted in writing to the program administrator and contain the specific reasons for requesting the extension and shall detail the time frame to achieve a firm loan commitment. In determining whether to grant an extension, the Corporation shall consider the facts and circumstances of the Applicant's request, inclusive of the responsiveness of the Development team and its ability to deliver the Development timely.The Corporation shall charge a non-refundable extension fee of one percent of each loan amount if the request to extend the credit underwriting and firm loan commitment process beyond the initial 12 month deadline is approved. If an approved extension is utilized, for profit Applicants must pay the extension fee not later than seven Calendar Days after the original 12 month deadline. Non-Profit Applicants may request to pay the extension fee at the time of closing. Any such request must be made in CM writing to the Corporation. If, by the end of the extension period, the Applicant has not received a firm loan commitment, then the preliminary commitment shall be withdrawn. (2) The loan must close as follows: The loans and other mortgage loans related to the Development must close within 120 Calendar Days of the date of the firm loan commitment(s). Unless an Page 71 of 115 RFA 2019-101 Packet Pg. 1372 D.7.c Complete RFA as modified on 7-19-19 extension is approved by the Board, failure to close the loan(s) by the specified CD E deadline outlined above shall result in the firm loan commitment(s) being U, deemed void and the funds shall be de-obligated. Applicants may request one extension of the loan closing deadline outlined above for a term of up to 90 Calendar Days. All extension requests must be submitted in writing to the program administrator and contain the specific reasons for requesting an to extension and shall detail the time frame to close the loan.The Board shall 0 consider the facts and circumstances of each Applicant's request, inclusive of the Applicant's ability to close within the extension term and any credit underwriting report, prior to determining whether to grant the requested extension.The Corporation shall charge an extension fee of one percent of each 0 Corporation loan amount if the Board approves the request to extend the loan closing deadline beyond the applicable 120 Calendar Day or 180 Calendar Day period outlined above. If an approved extension is utilized, for profit Applicants must pay the extension fee not later than seven Calendar Days after the original loan closing deadline. Non-Profit Applicants may request to pay the extension fee at the time of closing. Any such request must be made in writing to the Corporation. In the event the Corporation loan(s) does not close by the end of > the extension period, the firm loan commitment(s) shall be deemed void and the funds shall be de-obligated. 0 f. Loan Servicing Fees The following fees are not the fees that will be charged but are listed below for estimation purposes of completing the Development Cost Pro Forma in the Application. Y The actual fees will be based on the current contract, including any addendum, for services between the Corporation and the Servicer(s). (1) Construction Loan Servicing Fees The loan has a Construction Loan Servicing Fee to be paid as indicated. The following fees are listed for estimation purposes only;the actual fees will be determined based on the current contract, including any addendum, for services between the Corporation and Servicer(s) in effect at the time of loan closing. E • $181 per hour for an in-house review of a draw request • $181 per hour for on-site inspection fees, up to a maximum of$1,793 per draw CM • $181 per hour for extraordinary services (2) Permanent Loan Servicing Fees The loan has a Permanent Loan Servicing Fee to be paid annually. The following fee is listed for estimation purposes only; the actual fees will be determined based on the current contract, including any addendum, for services between the Corporation and Servicer(s) in effect at the time of loan closing. Page 72 of 115 RFA 2019-101 Packet Pg. 1373 D.7.c Complete RFA as modified on 7-19-19 • Annual fee of 25 bps of the outstanding loan amount,with a minimum monthly fee of$216 and a maximum monthly fee of$859, and an hourly fee U, of$181 for extraordinary services. g. Environmental Fees 0 Estimated cost of$8,000 0 h. Additional Loan Fees o Applicants will be responsible for all fees associated with the Corporation's legal counsel 0 based on the current contract for services between the Corporation and the legal U) counsel. i. Construction Inspection Fees 0 The following fees are not the fees that will be charged but are listed below for estimation purposes of completing the Development Cost Pro Forma in the Application. 2 The actual fees will be based on the current contract, including any addendum, for services between the Corporation and the Servicer(s). 0 On-site construction inspection -$181 per hour, not to exceed $1,793 per inspection. j. Assumption/Renegotiation Fees For all loans where the Applicant is requesting a sale and/or transfer and assumption of the loan,the borrower or purchaser shall submit to the Corporation a non-refundable assumption fee of one-tenth of one percent of the loan amount. For all loans where the Applicant is requesting a renegotiation of the loan,the borrower o shall submit to the Corporation a non-refundable renegotiation fee of one-half of one percent of the loan amount. For all loans where the Applicant is requesting an extension of the loan term, the borrower shall submit to the Corporation a non-refundable extension fee of one-tenth of one percent of the loan amount. If the extension is associated with a renegotiation of the loan, then only the renegotiation fee will be charged. 4. Additional Requirements By submitting its Application, the Applicant acknowledges and agrees that it will conform to the following requirements: a. Eligible Reserve for Replacement Items 0 The replacement reserve funds required pursuant to Item 4.m. of Exhibit F are not to be used by the Applicant for normal maintenance and repairs, but shall be used for structural building repairs, major building systems replacements and other items included on the Eligible Reserve for Replacement Items list, effective October 15, 2010. Page 73 of 115 RFA 2019-101 Packet Pg. 1374 D.7.c Complete RFA as modified on 7-19-19 The list is available on the RFA Website. CD E U) b. Financial Reporting Form SR-1 By the date that is 151 Calendar Days after the Applicant's fiscal year end of each year of the loan term,the Applicant shall provide the Corporation's servicer with a certification 0 detailing the information needed to determine the annual payment to be made. The 0 Applicant shall complete and execute the annual reporting form, Financial Reporting Form SR-1, Rev. 05-14, and shall submit the form to the Corporation's servicer in both PDF format and electronic form as a Microsoft Excel spreadsheet. 0 The Financial Reporting Form SR-1 is available on the Corporation's Website http://www.floridahousing.org/owners-and-managers/compliance/forms (also accessible by clicking here). 0 C. Part IIIA, Sections 401 through 408 and 410, of the Fannie Mae Multifamily Selling and Servicing Guide, in effect as of June 10, 2015 a 2 The financial statements and information provided for review pursuant to 4.n. of Exhibit F should be in satisfactory form (inclusive of the substitution of the Multifamily Underwriting Certificate referenced in Section 407 with a similar certification meeting the same criteria) and shall be reviewed in accordance with Part IIIA, Sections 401 through 408 and 410, of Fannie Mae's Multifamily Selling and Servicing Guide, in effect as of June 10, 2015, which is available on the RFA Website. When referring to the Multifamily Selling and Servicing Guide, any references to "Lender" means the "Corporation-assigned Credit Underwriter" and any references to "Fannie Mae" means"Florida Housing Finance Corporation." d. Florida Housing Finance Corporation (FHFC) Insurance Guide The Corporation shall require adequate insurance to be maintained on the Development as determined by the first mortgage lender, the Corporation, or the Corporation's servicer, sufficient to meet the standards established in the Florida a Housing Finance Corporation (FHFC) Insurance Guide (and as amended from time to E time).The most recently published FHFC Insurance Guide is available on the Corporation's Website http://www.floridahousing.org/owners-and- managers/compliance/forms (also accessible by clicking here). cm 5. CDBG-DR Other Federal Requirements (1) Federal Labor Requirements -—Construction work over$2,000 that is financed in whole or in part with CDBG-DR funds must comply with the Federal Labor Standards requirements as identified in 40 U.S.C. 3141, etseq.), and 29 CFR part 0 1, 3, 5, 6, and 7. Page 74 of 115 RFA 2019-101 Packet Pg. 1375 D.7.c Complete RFA as modified on 7-19-19 Federal Labor Standards require that all persons working on the site be paid an hourly rate not less than the minimum rate specified in the Wage Determination issued by HUD for each particular property. The owner will be required to submit to the Corporation, or its representative servicer, payroll reports and certifications to verify wage payments. Conformance with Labor Standards will be monitored during the construction period in conjunction with the draw to inspections by the consulting engineer/architect engaged by the underwriter/servicer. 0 If the Development contains 8 or more units to be redeveloped or constructed under a single contract, the Corporation will require, prior to the start of U) construction, certification by the Applicant that it has been advised by the Corporation of its responsibilities and obligations regarding the federal labor and wage requirements and that it agrees to comply with the guidelines. 0 (2) HUD Environmental Requirements—Applicant will be required to comply with the HUD environmental requirements as provided in 24 CFR Part 58. 2 (3) Debarment and Suspension -Owners and contractors are prohibited from > 0 employing, awarding contracts, or funding any contractors or subcontractors that have been debarred, suspended, proposed for debarment or placed on ineligibility status by HUD. In addition, any owners who are debarred, suspended, proposed for debarment, or ineligible will be prohibited from participating in the Program. Therefore, a certification must be executed by the contractor for compliance with debarment and suspension regulations. During the credit underwriting process the Applicant will be required to provide the executed certification form*. 0 (4) Lead Based Paint- If the Development was built before 1978, Lead Based Paint Regulations may apply. See 24 CFR Part 35 for exemptions. During the credit underwriting process,the Applicant must certify that it understands the requirements of the current HUD lead based paint regulations. E If the Development was built before 1978, provide a copy of the executed Disclosure of Information on Lead Based Paint and Lead Based Paint Hazards form*, signed by both the buyer and the seller. (5) Section 3CM Each Applicant shall encourage its contractors to hire qualified low-and moderate-income residents for any job openings that exist on CDBG-DR-funded projects in the community.The Applicant shall keep records to document the 0 number of low-and moderate-income people who are hired to work on CDBG- DR-funded projects. (6) Flood Page 75 of 115 RFA 2019-101 Packet Pg. 1376 D.7.c Complete RFA as modified on 7-19-19 CD E The Applicant shall comply with the mandatory flood insurance purchase U, requirements of Section 102 of the Flood Disaster Protection Act of 1973, as amended by the National Flood Insurance Reform Act of 1994, 42 USC 4012a, as applicable. 0 to (7) Historic Preservation 0 The Applicant shall comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended, codified in title 54 of the United States Code, as applicable. In general, this requires 0 concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. 0 ° 2 0 0 CM Page 76 of 115 RFA 2019-101 Packet Pg. 1377 D.7.c Complete RFA as modified on 7-19-19 Exhibit D—Timeline U) The Applicant acknowledges and certifies that the following information will be provided by the due date outlined below, or as otherwise outlined in the invitation to enter credit underwriting. Failure to provide the required information by the stated deadline may result in the withdrawal of the invitation to enter credit underwriting, unless an extension is approved by the Corporation. to 1. Within seven Calendar Days of the date of the invitation to enter credit underwriting, the r_ Applicant shall respond to the invitation and submit the non-refundable credit underwriting fee; 2. If requested by the Corporation, within 14 Calendar Days, submit IRS Form 8821 for all Financial � Beneficiaries and all natural person Principals disclosed on the CDBG-DR Principals of the Applicant and Developer(s) Disclosure Form (Form Rev. 06-19) in order to receive a recommendation for funding. 0 3. Within 21 Calendar Days of the date of the invitation to enter credit underwriting: a. Provide the completed and executed Florida Housing Finance Corporation Verification 2 a� of Environmental Safety Phase I Environmental Site Assessment form*, and, if applicable, the completed and executed Florida Housing Finance Corporation Verification of Environmental Safety Phase 11 Environmental Site Assessment form*. Note: If a Phase 11 ESA is required, but has not been completed by the stated deadline, contact Corporation staff to request an extension for submission of the Phase 11 ESA form; b. Provide the identity of the remaining members of the Development Team (i.e., inexperienced co-Developer(s), General Contractor, Architect,Attorney, and Accountant), as outlined below. The team members so identified, and any future replacement thereof, must be acceptable to the Corporation and the Credit Underwriter; (1) Identify any inexperienced co-Developer(s) by providing the name, address, telephone and facsimile numbers, e-mail address, and the relationship of the co-Developer to the Applicant. (2) Identify the General Contractor by providing the completed and executed Florida Housing Finance Corporation General Contractor or Qualifying Agent of General Contractor Certification form*. Note:The prior experience chart must also be provided, as outlined in the form. (3) Identify the Architect by providing the completed and executed Florida Housing 4-2 Finance Corporation Architect Certification form*. (4) Identify the Attorney by providing the completed and executed Florida Housing Finance Corporation Attorney Certification for MMRB, SAIL, HOME, And-Or 0 Other Gap Loans form*. (5) Identify the Accountant by providing the completed and executed Florida Housing Finance Corporation Certification of Accountant form*. Page 77 of 115 RFA 2019-101 Packet Pg. 1378 D.7.c Complete RFA as modified on 7-19-19 * The certification forms (Forms Rev. 10-17)which are available on the RFA Website. Ca E Note: The use of any prior version of these forms will not be acceptable to meet this U, requirement. C. Provide confirmation that all construction features committed to and proposed by the Applicant shall be located on the Development site; to d. Confirmation that, if the proposed Development meets the definition of Scattered Sites, all Scattered Sites requirements that were not required to be met in the Application will be met, including that all features and amenities committed to and proposed by the Applicant that are not unit-specific shall be located on each of the Scattered Sites, or no - more than 1/16 mile from the Scattered Site with the most units, or a combination of both. If the Applicant indicates that the proposed Development does not consist of Scattered Sites, but it is determined during credit underwriting that the proposed Development does meet the definition of Scattered Sites, all of the Scattered Sites requirements must have been met as of Application Deadline and, if all Scattered Sites requirements were not in place as of the Application Deadline,the Applicant's funding award will be rescinded; e. Provide notification of the percentage of ownership of the Principals of the Applicant. Upon the Applicant's acceptance of the invitation to enter credit underwriting, the Corporation will return the CDBG-DR Principals of the Application and Developer(s) Disclosure Form that was part of the Applicant's uploaded Application. The Applicant will be required to enter the applicable percentages on the form and return the completed form to the Corporation. 4. The credit underwriting process must be complete within the timeframe outlined in Exhibit F; 5. By Certificate of Occupancy, the Applicant commits to participate in the statewide housing 0 locator system, as required by the Corporation; 6. Applicants are required to execute a CDBG-DR written agreement within twelve (12) months of the date of the invitation to enter into credit underwriting.To meet this requirement, all Applicants that are invited to enter credit underwriting will be expected to complete the credit underwriting process and receive Board approval of the credit underwriting report prior to that date; 7. The Credit Underwriter will provide an itemized list for additional documentation including, but not limited to, the following: CM a. If the Applicant indicated that the proposed Development will be assisted with funding 4-2 under the RD 538 Program and expects to use such funding as a source of financing, the Section 538 Selection Letter sent to the Applicant by RD must be provided; b. The Construction Consultant engaged by the Corporation's credit underwriter must 0 provide the properly completed and executed Americans with Disabilities Act Certification forms certifying that the design of the proposed Development and the completed Development includes the applicable accessibility, adaptability, Visitability Page 78 of 115 RFA 2019-101 Packet Pg. 1379 D.7.c Complete RFA as modified on 7-19-19 and universal design features required by the Corporation and proposed by the CD E Applicant (Forms Rev. 10-14) which are available on the RFA Website; U, 0 C. For Developments with a Housing Assistance Payment Contract and/or an Annual Contributions Contract with HUD: Submission to the Corporation of the waiting list section of the Tenant Selection Plan for review and preliminary approval before sending 0 to HUD. Such waiting list section shall establish selection preferences or a section for 0 special admissions specifically for individuals or families that are referred by a designated Referral Agency serving the county where the Development is located; HUD approval of the Tenant Selection Plan shall be demonstrated to the Corporation prior to the completion of the final credit underwriting report; U) d. The required information and documentation relative to the General Information Notice (required by the Uniform Relocation Act), consistency with the Consolidated Plan, conformance with Federal Labor requirements, as well as Debarment/Suspension and Lead Based Paint regulations, as outlined in Item 4 of Exhibit C; e. Confirmation of the proposed Development's eligibility for funding in the event that construction has commenced. f. If the Development triggers Federal Labor Requirements, the Corporation will require, prior to the start of construction, certification by the Applicant that it has been advised by the Corporation of its responsibilities and obligations regarding the federal labor and wage requirements and that it agrees to comply with the guidelines; g. The Applicant will be required to comply with the HUD environmental requirements as provided in 24 CFR Part 58; h. The Applicant will be required to provide a certification that must be executed by the contractor for compliance with debarment and suspension regulations, as outlined in Item 4 of Exhibit C; and i. The Applicant must certify that it understands the requirements of the current HUD lead based paint regulations as outlined in Item 4 of Exhibit C. E 4. The Credit Underwriter will also verify information submitted by the Applicant, including, but not limited to the following: a. The Applicant's 100% Non-Profit status, if applicable; CM b. Each Scattered Site meets the requirements of this RFA, if applicable; C. The proposed Development's ability to meet the Enhanced Structural Systems Construction qualifications, if applicable; 0 d. The appraisals conducted during credit underwriting may cause a reduction in the funding amount; Page 79 of 115 RFA 2019-101 Packet Pg. 1380 D.7.c Complete RFA as modified on 7-19-19 e. With the exception of Developments financed with HUD Section 811 or United States �a E Department of Agriculture RD program, Developments must demonstrate HUD approval U, for an owner-adopted preference or special admissions preference specifically for individuals or families who are referred by a designated Referral Agency serving the county where the Development is located; 0 f. The proposed Development's first phase or subsequent phase's status; 0 0 g. Review of the Total Development Cost and its effect on the Total Development Cost Per Unit Limitation; 0 0 If any of these cannot be verified, all funding awarded under this RFA may be reduced or may be rescinded if the award or the Application's eligibility status was based on such information, and/or the Applicant may be determined to have made a material misrepresentation. 0 5. The Rate of Growth Ordinance (ROGO) allocation from the Local Government must be approved. ° 2 0 0 CM 0 Page 80 of 115 RFA 2019-101 Packet Pg. 1381 D.7.c Complete RFA as modified on 7-19-19 Exhibit E—Additional requirements for the Link Units for Persons with Special Needs E U) The Link to Permanent Housing Strategy(Link) enhances the ability of extremely low-income (ELI) households with special needs to access and retain affordable rental housing in their communities.The Corporation requires Developers to provide a specified percentage of a Development's ELI Set-Aside units for special needs households receiving community based supportive services who are referred by a 0 designated supportive services agency in the community where the Development is located. All Link units must do the following: 0 I. Link Set-Aside Requirements 0 0 With the exception of Developments financed with HUD Section 811, for the entire Compliance Period as specified in both the regulatory agreement and as stated in the RFA, the Development shall set aside the required percentage of the ELI Set-Aside units as Link Units for Persons with Special Needs.At least one member of each Link unit's household shall be referred by a Special Needs Household Referral Agency(Referral Agency) with which the owner executes a Link Memorandum of Understanding (MOU) approved by the Corporation. a 2 II. Link Memorandum of Understanding(MOU) The Corporation has established and maintains a list of supportive service agencies or organizations serving each county, each of which is designated as a Referral Agency. The Referral Agency list is available on the Corporation's Website at http://apps.floridahousing.org/StandAlone/SpecialNeeds/ContentPage.aspx?PAGE=Link%201niti ative%20Page (also accessible by clicking here).These agencies are statewide, regional or local organizations that administer community-based supportive services to the populations served by Link. The MOU is a formal agreement between the owner and a Referral Agency that specifies the intent of the Link Strategy and describes the roles and responsibilities of each party to the MOU. o The MOU form to be executed shall be the version most recently provided on the RFA Website. A. The owner shall execute an MOU with at least one designated Referral Agency serving the county and intended population where the Development will be located and rent units to households referred by the Referral Agency with which the MOU is executed. 4- B. The deadline for receipt of the fully-executed MOU by the Corporation shall be established in the invitation to enter into credit underwriting, but shall be within nine months from the date of the invitation to enter into credit underwriting but no later than the date the first building is placed in service. If the owner is unable to meet the deadline, an extension may be requested from the Corporation, and a non-refundable processing fee of$5,000 shall be charged to the owner. C. Prior to execution of the MOU, but not later than 10 Calendar Days before the deadline by which the fully-executed MOU shall be received by the Corporation,the MOU form 0 stipulated in the applicable RFA shall be completed and reviewed by the owner and Referral Agency, and then submitted by the owner to the Corporation for review and preliminary approval. Page 81 of 115 RFA 2019-101 Packet Pg. 1382 D.7.c Complete RFA as modified on 7-19-19 D. The owner that has a Housing Assistance Payment Contract and/or an Annual �a E Contributions Contract with HUD shall establish and obtain approval from HUD for an U, owner-adopted preference or limited preference specifically for individuals or families who are referred by a designated Referral Agency serving the county where the Development is located. HUD approval shall be demonstrated to the Corporation prior to the completion of the final credit underwriting report. o to 0 E. Owners that have a Housing Assistance Payment Contract and/or an Annual Contributions Contract with HUD shall maintain a separate waiting list for referred o applicants and prioritize these individuals for any available Link units. During and after lease-up, Referral Agency referrals must be moved in first, regardless of chronological 0 order of the general waiting list, until all Link units are occupied with Referral Agency referrals. F. After review and preliminary approval of the MOU by the Corporation, and no later than the deadline established in the invitation to enter into credit underwriting, the owner shall provide one original fully-executed hard copy of the MOU to the Corporation. Once approved by the Corporation, the owner shall arrange for a copy of the approved MOU to be maintained on file at the site of the Development's records for compliance monitoring purposes. 0 G. When the owner is noncompliant because no Referral Agency that serves the county where the Development is located is available to execute an MOU,the noncompliance shall be held in a correction period status until the earlier of(i) approval by the Corporation of an MOU executed with a new Referral Agency, or(ii)the passage of 45 Calendar Days following placement of a Referral Agency that serves the Development's county onto the Corporation's Referral Agency list. H. When a Referral Agency notifies the owner of its intent to terminate an MOU, the 0 owner shall notify the Corporation of the MOU termination by email, at Link@floridahousing.org,within five Calendar Days of receiving the notification from the Referral Agency. The owner shall then select another Referral Agency for the Development's county and obtain approval from the Corporation for the MOU executed with the new Referral Agency no later than 45 Calendar Days after receipt of notification from the prior Referral Agency of its intent to terminate the MOU. I. When an owner intends to terminate an MOU, the owner shall repeat the process outlined in all of the steps above to obtain approval from the Corporation for a new MOU executed with another Referral Agency before termination of the prior MOU may become effective. CM J. The Corporation may require the owner to terminate an MOU with a Referral Agency if that partnership is not effective in meeting the intent of the Link Set-Aside Requirement.The owner shall execute another MOU with a new Referral Agency before 0 terminating the MOU.The owner shall follow the process outlined in all of the steps above to obtain approval from the Corporation. III. Notification of the Availability of Units for Referral of Intended Link Households a, Page 82 of 115 RFA 2019-101 Packet Pg. 1383 D.7.c Complete RFA as modified on 7-19-19 A. The owner shall meet with the chosen Referral Agency to review the Link roles and CD E responsibilities of each party, the household income limitation and other eligibility U, criteria for tenancy, household move-in expenses and on-going monthly rental payments. The meeting shall be held no less than 45 Calendar Days before the anticipated commencement of any activities related to the leasing of any unit in the Development.The owner shall maintain documentation of the meeting with the to Referral Agency and shall provide a copy for review by the Corporation upon its request. 0 B. Leasing Activity(Lease-up and Pre-leasing): During leasing activities, the owner shall make all units available for the intended Link households referred by the Referral Agency, until the Development's Link Set-Aside Requirement has been met. If the Development has not met its Link Set-Aside Requirement by the passing of 30 Calendar Days after the last unit is actually available for occupancy, the owner may lease the units to any eligible household.To the extent that an ELI-unit requirement coincides with a Link Set-Aside Requirement, for a period not to exceed nine months, a failure to meet the ELI-unit requirement shall not cause noncompliance during the lease-up or 30 Calendar Day hold period. ° 2 C. Once the Development's leasing activity is completed, a vacant unit formerly occupied by a Link household shall be held open for intended households referred by the Referral Agency for a period of 30 Calendar Days starting from the date the vacated unit is suitable for occupancy and ready to lease.The owner shall notify the Referral Agency that a unit is available on or before the date that the vacated unit becomes suitable for occupancy and ready to lease, but no more than 30 Calendar Days before the unit is anticipated to be ready to lease.The vacated unit shall retain the Link classification until next occupied, at which time the classification of the new household shall be applied to the unit. D. Communication between the owner and the Referral Agency's designated contact ° person related to activities in this section shall be conducted via email. Activities that must be conducted by email are as follows: 1. Requests to develop MOU with Referral Agency; 2. Draft reviews of MOUs between the parties; 3. Final version of executed MOU; 4. Current contact information for the contact staff designated by the owner and Referral Agency and listed in the MOU; CM 5. Notifications of unit availability; 6. Number of Calendar Days unit will be held open for referrals; 0 7. Information about rental policies and eligibility criteria; 8. Outcome of referrals; Page 83 of 115 RFA 2019-101 Packet Pg. 1384 D.7.c Complete RFA as modified on 7-19-19 9. Notifications of issues or concerns that may adversely affect the tenancy of the E household; and 0 10. Requests for termination of MOU. E. The owner shall maintain a Link communication tracking log that documents: (i) the unit 0 number of each offered unit; (ii)the date each unit was suitable for occupancy; (iii)the 0 date of the email notice to the Referral Agency that each unit was available for rent to a Link household, including the dates of required follow up; (iv) date of response from o Referral Agency, (v) Referral Agency response, (vi) outcome of referral, and (vii) number of days the unit was held open. - U) F. If an owner notifies a Referral Agency that a unit is available and the Referral Agency does not respond,the owner shall contact the Referral Agency at least three times, at intervals of no less than seven Calendar Days, during the 30-day period after the initial notice of unit availability was sent to the Referral Agency.The owner shall document all notification activity on its Link communication tracking log. a 2 G. The owner shall notify the Referral Agency regarding the outcome of each referral within one business day after a determination is made regarding the household's eligibility to occupy the available unit. H. If a referral does not result in occupancy by the referred household,the 30-day holding period shall continue to allow the Referral Agency the opportunity to refer another household. The owner shall follow up with the Referral Agency at intervals of no less than seven Calendar Days during the remainder of the 30-day holding period.The owner shall document all notification activity on its Link communication tracking log. IV. Link Compliance Monitoring Documentation 0 A. The owner shall cause the following documentation to be maintained on file for compliance monitoring purposes. Such documents shall be made available for inspection by Corporation personnel or its monitoring agents at any reasonable time. The owner shall provide copies of such documents, either electronic or paper,to the Corporation within three business days of any request by the Corporation for such copies. 1. A copy of all active MOUs approved by the Corporation; 2. A copy of all terminated MOUs. Terminated MOUs shall be retained for seven years beyond the period of tenancy for any household referred under the particular MOU; 3. A copy of any current correction period extensions granted by the Corporation; and o 4. Email communication with the Referral Agency demonstrating timely notification regarding the availability of units for the intended Link household, outcome of each referral, and, when an available unit was not rented to a Link Page 84 of 115 RFA 2019-101 Packet Pg. 1385 D.7.c Complete RFA as modified on 7-19-19 household, the number of days the available unit was held open for intended CD E Link household. 0 B. The monthly Program Report submitted to the Corporation by the Development shall reflect the number of Link households residing in an ELI Set-Aside unit. 0 to 0 0 0 0 U) 0 a 2 0 0 CM 0 Page 85 of 115 RFA 2019-101 Packet Pg. 1386 D.7.c Complete RFA as modified on 7-19-19 Exhibit F—Credit Underwriting Procedures 1. General Requirements a. Applications shall be limited to one submission per subject property. Two or more Applications, submitted in this RFA process,that have the same demographic 0 commitment and one or more of the same Financial Beneficiaries,will be considered submissions for the same Development site if any of the following is true: r_ 0 (1) Any part of any of the property sites is contiguous with any part of any of the other property sites, or 0 U) (2) Any of the property sites are divided by a street or easement, or (3) It is readily apparent from the Applications, proximity, chain of title, or other information available to the Corporation that the properties are part of a common or related scheme of development. 2 If two or more Applications are considered to be submissions for the same Development > site, the Corporation will reject all such Applications, even if the Applicant withdraws enough Applications so that only one Application would otherwise be eligible. If discovered after the Board approves the Review Committee's recommendations, any tentative funding or allocation for the Application and any other Application submitted by the same Applicant and any Affiliate of the Applicant will be withdrawn." b. An Applicant shall be ineligible for funding or allocation in any program administered by the Corporation for a period of time as determined in (c) below if: (1) The Board determines that the Applicant or any Principal, Financial Beneficiary, or Affiliate of the Applicant has made a material misrepresentation or engaged o in fraudulent actions in connection with any Application for a Corporation program. For purposes of this subsection, there is a rebuttable presumption that an Applicant has engaged in fraudulent actions if the Applicant or any Principal, Financial Beneficiary or Affiliate of the Applicant: (a) Has been convicted of fraud, theft or misappropriation of funds, 4- (b) Has been excluded from federal or Florida procurement programs for any reason, (c) Has been convicted of a felony in connection with any Corporation program, or (d) Has offered or given consideration with respect to a local contribution as set forth in subsection (g) below. o (2) Before any such determination can be final or effective, the Corporation must serve an administrative complaint that affords reasonable notice to the Applicant of the facts or conduct that warrant the intended action, specifies a Page 86 of 115 RFA 2019-101 Packet Pg. 1387 D.7.c Complete RFA as modified on 7-19-19 proposed duration of ineligibility, and advises the Applicant of the opportunity CD E to request a proceeding pursuant to Sections 120.569 and 120.57, F.S. Upon U, service of such complaint, all pending transactions under any program administered by the Corporation involving the Applicant, or any Principal, Financial Beneficiary or Affiliate of the Applicant shall be suspended until a final order is issued or the administrative complaint is dismissed. to (3) The administrative complaint will include a proposed duration of ineligibility, r_ which may be either a specific period of time or permanent in nature.With regard to establishing the duration, the Board shall consider the facts and circumstances, inclusive of each Applicant's compliance history,the type of 0 misrepresentation or fraud committed, and the degree of harm to the Corporation's programs that has been or may be done. C. The following items as identified by the Applicant in the Application must be maintained and cannot be changed by the Applicant after the applicable submission, unless provided otherwise below: ° 1 Name of Applicant entity; notwithstanding the foregoing, the name of the ( ) p p � Y' g Applicant entity may be changed only by written request of an Applicant to Corporation staff and approval of the Board after the Applicant has been invited to enter credit underwriting. With regard to said approval, the Board shall consider the facts and circumstances of each Applicant's request, inclusive of validity and consistency of Application documentation; (2) Principals of each Developer, including all co-Developers; notwithstanding the foregoing, the Principals of the Developer(s) may be changed only by written request of an Applicant to Corporation staff and approval of the Board after the 2 Applicant has been invited to enter credit underwriting. With regard to said 0 approval,the Board shall consider the facts and circumstances of each Applicant's request, inclusive of validity and consistency of Application documentation; (3) Applicant applying as a Non-Profit or for-profit organization; E (4) Site for the Development; notwithstanding the foregoing, after the Applicant has been invited to enter credit underwriting and subject to written request of an Applicant to Corporation staff and approval of the Corporation, the site for the Development may be increased or decreased. In addition, if the increase of the site is such that the proposed Development now meets the definition of a CM Scattered Site, then the Applicant shall be required to provide such Scattered Sites information and meet all Scattered Sites requirements as required by Corporation staff. With regard to said approval, the Corporation shall consider the facts and circumstances of each Applicant's request, inclusive of validity and 0 consistency of Application documentation; (5) Development Category; Page 87 of 115 RFA 2019-101 Packet Pg. 1388 D.7.c Complete RFA as modified on 7-19-19 (6) Demographic Commitment; �a E U) (7) Total number of units; notwithstanding the foregoing, the total number of units may be increased after the Applicant has been invited to enter credit underwriting, subject to written request of an Applicant to Corporation staff and approval of the Corporation. With regard to said approval, the Corporation shall 0 consider the facts and circumstances, inclusive of each Applicant's request, in evaluating whether the changes made are prejudicial to the Development or to the market to be served by the Development; and 0 (9) Funding Request Amount, exclusive of adjustments by the Corporation as 0 outlined in this RFA. U' d. A Development will be withdrawn from funding and any outstanding commitments for funds will be rescinded if, at any time, the Board determines that the Applicant's Development or Development team is no longer the Development or Development team described in the Application or to the Credit Underwriter, and the changes made are prejudicial to the Development or to the market to be served by the Development. e. If an Applicant or Developer or any Principal, Affiliate or Financial Beneficiary of an Applicant or a Developer has any existing Developments participating in any Corporation programs that remain in non-compliance with Section 42 of the IRC,Title 67, F.A.C., any competitive solicitations, or applicable loan documents, and any applicable cure period granted for correcting such non-compliance has ended as of the time of submission of the Application or at the time of issuance of a credit underwriting report, the requested allocation will, upon a determination by the Board that such non-compliance substantially increases the likelihood that such Applicant or Developer will not be able to produce quality affordable housing, be denied and the Applicant or Developer and 2 the Affiliates of the Applicant or Developer will be prohibited from new participation in 0 any of the Corporation's programs until such time as all of their existing Developments participating in any Corporation programs are in compliance. f. The name of the Development provided in the Application may not be changed or altered after submission of the Application during the history of the Development with the Corporation unless the change is requested in writing and approved in writing by the Corporation.The Corporation shall consider the facts and circumstances of each Applicant's request and any credit underwriting report, if available, prior to determining whether to grant such request. g. If an Applicant or any Affiliate of an Applicant has offered or given consideration, other CM than the consideration to provide affordable housing, with respect to a local contribution and this is discovered prior to Board approval of the Review Committee's recommendations,the Corporation shall reject the Application and any other Application submitted by the same Applicant and any Affiliate of the Applicant. If 0 discovered after the Board approves the Review Committee's recommendations, any tentative funding or allocation for the Application and any other Application submitted by the same Applicant and any Affiliate of the Applicant will be withdrawn. Such Page 88 of 115 RFA 2019-101 Packet Pg. 1389 D.7.c Complete RFA as modified on 7-19-19 Applicant and any of such Applicant's Affiliates will be ineligible for funding or allocation �a in any program administered by the Corporation in accordance with 2.b. above. U, 0 h. Total Development Cost includes the following: (1) The cost of acquiring real property and any buildings thereon, including 0 payment for options, deposits, or contracts to purchase properties, of which the 0 total cost cannot exceed the appraised value of the real property as determined r_ in the credit underwriting process; (2) The cost of site preparation, demolition, and development; 0 U) (3) Fees in connection with the planning, execution, and financing of the Development, such as those of architects, engineers, attorneys, accountants, Developer fee, and the Corporation; 0 (4) The cost of studies, surveys, plans, permits, insurance, interest, financing, tax and assessment costs, and other operating and carrying costs; 2 (5) The cost of equipping of the Development; 0 (6) The cost of land improvements, such as landscaping and offsite improvements related to the Development, whether such costs are paid in cash, property, or services; (7) Expenses in connection with initial occupancy of the Development; (8) Allowances for contingency reserves and reserves for any anticipated operating reserves as recommended by the Credit Underwriter and, if applicable, any rent-restabilization reserves required by a Regulated Mortgage Lender or government entity related to the potential loss of funding from the Development's contracted federal rental assistance program. Any funded rent- restabilization reserve not utilized for said purpose must be retained for the sole benefit of the Development; and (9) The cost of such other items, including relocation costs, indemnity and surety bonds, and premiums on insurance for the Development. i. In determining the income standards of Eligible Persons for the applicable programs,the Corporation shall take into account the following factors: (1) Requirements mandated by federal law; (2) Variations in circumstances in the different areas of the state; 0 (3) Whether the determination is for rental housing; and (4) The need for family size adjustments to accomplish the purposes set forth in this RFA. Page 89 of 115 RFA 2019-101 Packet Pg. 1390 D.7.c Complete RFA as modified on 7-19-19 j. Financial Beneficiary and Affiliate, as defined in this RFA, do not include third party CD E lenders, third party management agents or companies, third party service providers, U, Housing Credit Syndicators, credit enhancers regulated by a state or federal agency, or contractors whose total fees are within the limit described in this RFA. k. For computing any period of time allowed by this RFA, the day of the event from which 0 the designated period of time begins to run shall not be included. The last day of the 0 period so computed shall be included unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. 0 4- 0 3. CDBG-DR General Program Procedures and Restrictions: Selection for CDBG-DR Program participation is contingent upon fund availability at the conclusion of the appeals process as set forth in Rule 67-60.009, F.A.C. 4. Credit Underwriting Procedures for CDBG-DR Loan: ° 2 Credit underwriting is a de novo review of all information supplied, received or discovered during or after the RFA scoring and funding preference process, prior to the closing on funding. The success of an Applicant in being selected for funding is not an indication that the Applicant will receive a positive recommendation from the Credit Underwriter or that the Development team's experience, past performance or financial capacity is satisfactory. The credit underwriting review shall include a comprehensive analysis of the Applicant,the real estate, the economics of the Development,the ability of the Applicant and the Development team to proceed,the evidence of need for affordable housing in order to determine that the Development meets the 2018 State of Florida Action Plan for Disaster Recovery Workforce Housing program requirements and determine a recommended CDBG-DR forgivable loan amount, if any. Corporation funding will be based on appraisals of comparable developments, cost benefit analysis, and other documents evidencing justification of costs. As part of the credit underwriting review, the Credit Underwriter will consider the applicable provisions of the RFA. a. At the completion of all litigation and approval by the Board of all recommended orders with regard to this RFA process, the Corporation shall offer all Applicants within the funding range an invitation to enter credit underwriting. The Corporation shall select the Credit Underwriter for each Development. b. The invitation to enter credit underwriting constitutes a preliminary commitment. C. A response to the invitation to enter credit underwriting must be received by the CM Corporation and the Credit Underwriter not later than seven Calendar Days after the 4-2 date of the invitation. For any invitation to enter credit underwriting that is offered to an Applicant after Board approval of the list of eligible Applications that is sorted from highest funding preference to lowest, where the Applicant's response is to decline to enter credit underwriting, the result shall be the removal of the Application from the list of eligible Applications for this RFA and any other funding where that list of eligible Applications will be used. Page 90 of 115 RFA 2019-101 Packet Pg. 1391 D.7.c Complete RFA as modified on 7-19-19 d. If the invitation to enter credit underwriting is accepted: CD E U) (1) All Applicants shall submit the credit underwriting fee to the Credit Underwriter within seven Calendar Days of the date of the invitation to enter credit underwriting. In addition, if requested by the Corporation, Applicants shall submit IRS Tax Information Authorization Form 8821 for all Financial Beneficiaries within 14 Calendar Days of the date of the invitation. 0 0 (2) Failure to submit the required credit underwriting fee by the specified deadline shall result in withdrawal of the invitation. 0 (3) The loan must close within the timeframe set out in 4.y. below. e. The Credit Underwriter shall review all information in the Application and subsequently provided during the credit underwriting process, including information relative to the Applicant, Developer and General Contractor, as well as other members of the Development team. The Credit Underwriter shall also request and review such other information as it deems appropriate to determine whether or not to provide a positive recommendation in connection with a proposed Development. f. In determining whether or not to provide a positive recommendation in connection with a proposed Development, the Credit Underwriter will consider the prior and recent performance history of the Applicant, Developer, any Financial Beneficiary of the Applicant or Developer, and the General Contractor in connection with any other affordable housing development. The performance history shall consider instances involving a foreclosure, deed in lieu of foreclosure, financial arrearage, or other event of material default in connection with any affordable housing development or the documents governing financing or operation of any such development. (1) Unless the Credit Underwriter determines that mitigating factors exist, or that underwriting conditions can be imposed, sufficient to mitigate or offset the risk, the existence of the following shall result in a negative recommendation of the proposed Development by the Credit Underwriter: E (a) Considering all affordable housing developments in which any party named above has been involved, if: (i) During the period prior to August 1, 2010, 5 percent or more of that party's developments have been the subject of a foreclosure or deed in lieu of foreclosure, or in financial CM arrearage or other material default and such arrearage or 4-2 material default remained uncured for a period of 60 days or more, or (ii) During the period beginning on or after August 1, 2010, any of 0 that party's developments have been the subject of a foreclosure or deed in lieu of foreclosure, or in financial arrearage or other material default and such arrearage or Page 91 of 115 RFA 2019-101 Packet Pg. 1392 D.7.c Complete RFA as modified on 7-19-19 material default is uncured at the present or, if cured, remained CD uncured for a period of 60 days or more. 0 (b) Mitigating factors to be considered by the Credit Underwriter, to the extent such information is reasonably available and verifiable, shall include the extent to which the party funded the operations of the 0 development from that party's own funds in an attempt to keep the 0 development afloat,the election by a party to forego financial participation in a development in an attempt to keep the development afloat, the party's satisfactory performance history over the last 10 years in connection with that party's affordable housing developments, 0 and any other extenuating circumstances deemed relevant by the Credit Underwriter in connection with the party's involvement in a development. 0 (2) A negative recommendation may also result from the review of: (a) An Applicant, Developer, any Financial Beneficiary of the Applicant or Developer, and the General Contractor in connection with any other 0 affordable housing development, 0 (b) Financial capacity of an Applicant, Developer, any Financial Beneficiary of the Applicant or Developer and the General Contractor, or (c) Any other relevant matters relating to an Applicant, Developer, any Financial Beneficiary of the Applicant or Developer, and the General Contractor if, in the Credit Underwriter's opinion, one or more members of the Development team do not possess the ability to proceed. 0 g. The Credit Underwriter shall report any inconsistencies or discrepancies or changes made to the Applicant's Application during credit underwriting. h. The Applicant will be responsible for all fees in connection with the documentation submitted to the Credit Underwriter. 4- i. If the Credit Underwriter determines that special expertise is required to review information submitted to the Credit Underwriter which is beyond the scope of the Credit Underwriter's expertise,the fee for such services shall be borne by the Applicant. j. A full or self-contained appraisal as defined by the Uniform Standards of Professional Appraisal Practice and a separate market study shall be ordered by the Credit Underwriter, at the Applicant's expense,from an appraiser qualified for the geographic area and development type not later than completion of credit underwriting. The Credit Underwriter shall review the appraisal to properly evaluate the development property's 0 financial feasibility. With the exception of Land Acquisition Program Funding, appraisals which have been ordered and submitted by a Regulated Mortgage Lender and which meet the above requirements and are acceptable to the Credit Underwriter Page 92 of 115 RFA 2019-101 Packet Pg. 1393 D.7.c Complete RFA as modified on 7-19-19 may be used instead of the appraisal referenced above. The market study must be CD E completed by a disinterested party who is approved by the Credit Underwriter. The U, Credit Underwriter shall consider the market study,the Development's financial impact on Developments in the area previously funded by the Corporation, and other documentation when making its recommendation of whether to approve or disapprove a CDBG-DR loan. The Credit Underwriter shall also review the appraisal and other to market documentation to determine if the market exists to support both the demographic and income restriction set-asides committed to within the Application. 0 k. The Corporation's assigned Credit Underwriter shall require a guaranteed maximum price construction contract, which may include change orders for changes in cost or 0 changes in the scope of work, or both, if all parties agree, and shall order, at the Applicant's sole expense, and review the Development's costs. I. In addition to operating expenses, the Credit Underwriter must include an estimate for replacement reserves and operating expense reserves deemed appropriate by the Credit Underwriter when calculating the final net operating income available to service the debt. A minimum amount of$300 per unit per annum must be used for all Developments. The initial replacement reserve will have limitations on the ability to be drawn upon. p Y p New Construction shall not be allowed to draw during the first five years or until the establishment of a minimum balance equal to the accumulation of five years of replacement reserves per unit. M. The Credit Underwriter may request additional information during the underwriting process, such as the following: (1) For credit enhancers, audited financial statements for their most recent fiscal year ended, if published; otherwise the previous year's audited statements will be provided until the current statements are published or credit underwriting is complete. The audited statements may be waived if the credit enhancer is rated at least "A-" by Moody's, Standard and Poor's or Fitch. E (2) For the Applicant, general partner(s), and guarantors, audited financial statements or financial statements compiled or reviewed by a licensed Certified Public Accountant for the most recent fiscal year ended, credit check, banking and trade references, and deposit verifications. If financial statements that are either audited, compiled or reviewed by a licensed Certified Public Accountant are not available, unaudited financial statements prepared within the last 90 days and reviewed by the Credit Underwriter in accordance with Part IIIA, Sections 401 through 408 and 410, of Fannie Mae's Multifamily Selling and Servicing Guide, in effect as of June 10, 2015, which is available on the RFA Website, and the two most recent years'tax returns. If any of the applicable 0 entities are newly formed (less than 18 months in existence as of the date that credit underwriting information is requested), a copy of any and all tax returns with related supporting notes and schedules. The financial statements and information provided for review should be in satisfactory form and shall be Page 93 of 115 RFA 2019-101 Packet Pg. 1394 D.7.c Complete RFA as modified on 7-19-19 reviewed in accordance with the terms and conditions required in this RFA. CD E When referring to the Multifamily Selling and Servicing Guide, any references to U, "Lender" means the "Corporation-assigned Credit Underwriter" and any references to "Fannie Mae" means"Florida Housing Finance Corporation." (3) For the General Contractor, audited financial statements or financial statements 0 compiled or reviewed by a licensed Certified Public Accountant for the most 0 recent fiscal year ended, credit check, banking and trade references, and deposit verifications. The audited or compiled statements may be waived if a payment and performance bond equal to 100 percent of the total construction cost whose terms do not adversely affect the Corporation's interest, and is 0 issued in the name of the General Contractor by a company rated at least"A-" by AM Best&Co. n. The general partner(s) (individual and entity) or manager(s)/managing member(s) (individual and entity), as applicable, of the Applicant shall provide a guarantee for completion of construction. In addition, one or more entities or individuals (other than a general partner or manger/managing member) having an ownership interest, either directly or indirectly, in the Applicant or in the general partner or managing member of the Applicant shall be required to provide guarantees or personal guarantees, as applicable, for completion of construction as recommended by the Credit Underwriter or as otherwise required by the Corporation.The Credit Underwriter shall consider the following when determining the need for construction completion guarantees: (1) Liquidity of the guarantor(s). (2) Applicant's, Developer and General Contractor's history in successfully completing Developments of similar nature. 3 The past performance of the Applicant, Developer, General Contractor or any E other guarantee provider in developing or constructing Development financed by the Corporation or its predecessor. (4) Percentage of Corporation's funds utilized compared to Total Development E Cost. o. For all Developments, the Developer fee and General Contractor's fee shall be limited to the following: (1) The Developer fee limit shall be 16 percent of Development Cost, excluding land and operating deficit reserves. (2) The General Contractor's fee shall be limited to a maximum of 14 percent of the actual construction cost. 0 P. The General Contractor must meet the following conditions: Page 94 of 115 RFA 2019-101 Packet Pg. 1395 D.7.c Complete RFA as modified on 7-19-19 (1) Employ a Development superintendent and charge the costs of such E employment to the general requirements line item of the General Contractor's U, budget; (2) Charge the costs of the Development construction trailer, if needed, and other overhead to the general requirements line item of the General Contractor's 0 budget; 0 (3) Secure building permits, issued in the name of the General Contractor; (4) Secure a payment and performance bond whose terms do not adversely affect the Corporation's interest (or approved alternate security for General Contractor's performance, such as a letter of credit), issued in the name of the General Contractor, from a company rated at least"A-" by AMBest& Co.; 0 (5) Ensure that none of the General Contractor duties to manage and control the construction of the Development are subcontracted; ° 2 (6) Ensure that not more than 20 percent of the construction cost is subcontracted to any one entity, with the exception of a subcontractor contracted to deliver the building shell of a building of at least five stories which may not have more than 31 percent of the construction cost in a subcontract, unless otherwise approved by the Board for a specific Development. With regard to said approval,the Board shall consider the facts and circumstances of each Applicant's request, inclusive of construction costs and the General Contractor's e� fees; and (7) Ensure that no construction cost is subcontracted to any entity that has common ownership or is affiliated with the General Contractor unless otherwise approved by the Board for a specific Development. With regard to said approval,the Board shall consider the facts and circumstances of each Applicant's request, inclusive of construction costs and ownership interests in the Development. q. The Credit Underwriter shall require an operating deficit guarantee, to be released upon achievement of a 1.15x debt service coverage for the combined permanent first mortgage and CDBG-DR loan, as determined by the Corporation or its agent, and 90 percent occupancy, and 90 percent of the gross potential rental income, net of utility allowances, if applicable, for a period equal to 12 consecutive months, all as certified by an independent Certified Public Accountant. The calculation of the debt service CM coverage ratio shall be made by the Corporation or its agent. Notwithstanding the4-2 above, the operating deficit guarantee shall not terminate earlier than three years following the final certificate of occupancy. An operating deficit guarantee,to be released upon achievement of 1.00 debt service coverage for a minimum of six consecutive months for the combined permanent first mortgage and CDBG-DR loan will be required for Developments receiving first mortgage funding from the United States Department of Agriculture Rural Development(RD) if RD is providing rental assistance and has acknowledged that rents will be set at an amount sufficient to pay all operating a, Page 95 of 115 RFA 2019-101 Packet Pg. 1396 D.7.c Complete RFA as modified on 7-19-19 expenses, replacement reserve requirements and debt service on the CDBG-DR loan and all superior mortgages. 0 r. Contingency reserves which total no more than 5 percent of total actual construction costs (hard costs) and total general development costs (soft costs) for Developments where 50 percent or more of the units are new construction may be included within the 0 Total Development Cost for Application and underwriting purposes. Contingency 0 reserves shall not be paid from CDBG-DR funds. 0 S. The Credit Underwriter will review and determine if the number of loans and 0 construction commitments of the Applicant and its Principals will impede its ability to 0 proceed with the successful development of each proposed Corporation-funded Development. t. Applicants must complete the credit underwriting process within 12 months of the Applicant's acceptance to enter credit underwriting. Unless an extension is approved by the Corporation in writing,failure to complete the credit underwriting process by the specified deadline shall result in withdrawal of the preliminary commitment. Applicants may request one extension of up to six months to secure a firm loan commitment. All 0 extension requests must be submitted in writing to the program administrator and contain the specific reasons for requesting the extension and shall detail the time frame p q g to achieve a firm loan commitment. In determining whether to grant an extension, the Corporation shall consider the facts and circumstances of the Applicant's request, inclusive of the responsiveness of the Development team and its ability to deliver the Development timely. The Corporation shall charge a non-refundable extension fee of one percent of the loan amount if the request to extend the credit underwriting and firm loan commitment process beyond the initial 12 month deadline is approved. If, by the end of the extension period, the Applicant has not received a firm loan 2 commitment,then the preliminary commitment shall be withdrawn. as U. If the Credit Underwriter requires additional clarifying materials in the course of the underwriting process,the Credit Underwriter shall request same from the Applicant and shall specify deadlines for the submission of same. Failure to submit required information by the specified deadline, unless a written extension of time has been approved by the Corporation, shall result in withdrawal of the preliminary commitment or the invitation to enter credit underwriting, or both, as applicable. In determining whether to grant an extension, the Corporation shall consider the facts and circumstances of the Applicant's request, inclusive of the responsiveness of the Development team and its ability to deliver the Department timely. If the Corporation's decision is to deny the Applicant's request for an extension, then prior to the withdrawal of the preliminary commitment or the invitation to enter credit underwriting, or both, as applicable, the Board shall consider the facts and circumstances of the Applicant's request,the Corporation's denial, and any credit underwriting report, if available, and make a determination of whether to grant the requested extension. V. The Credit Underwriter shall complete its analysis and submit a written draft report and recommendation to the Corporation. Upon receipt, the Corporation shall provide to the Page 96 of 115 RFA 2019-101 Packet Pg. 1397 D.7.c Complete RFA as modified on 7-19-19 Applicant the section of the written draft report consisting of supporting information and schedules.The Applicant shall review and provide written comments to the U, Corporation and Credit Underwriter within 48 hours of receipt. After the 48 hour period, the Corporation shall provide to the Credit Underwriter comments on the draft report and, as applicable, on the Applicant's comments. Then,the Credit Underwriter shall review and incorporate, if deemed appropriate,the Corporation's and Applicant's to comments and release the revised report to the Corporation and the Applicant. Any additional comments from the Applicant shall be received by the Corporation and the Credit Underwriter within 72 hours of receipt of the revised report. Then, the Credit Underwriter will provide a final report, which will address comments made by the Applicant, to the Corporation. 4) U) W. The Credit Underwriter's loan recommendations will be sent to the Board for approval. The Corporation shall issue a firm loan commitment within seven Calendar Days after approval of the Credit Underwriter's recommendation for funding by the Board. X. This loan and other mortgage loans related to the Development must close within 120 Calendar Days of the date of the firm loan commitment. A request for an extension of the firm loan commitment(s) may be considered by the Board for an extension term of up to 90 Calendar Days. All extension requests must be submitted in writing to the program administrator and contain the specific reasons for requesting an extension and shall detail the time frame to close the loan. The Board shall consider the facts and circumstances of each Applicant's request, inclusive of the Applicant's ability to close within the extension term, and any credit underwriting report, if available, prior to determining whether to grant the requested extension. The Corporation shall charge an Y extension fee of one percent of the loan amount if the Board approves the request to extend the commitment beyond the period outlined in this RFA. Y. Prior to any loan closing: (1) The Applicant must provide evidence of all necessary consents or required signatures from first mortgagees or subordinate mortgagees to the Corporation and its counsel, and (2) The Credit Underwriter must have received all items necessary to release its letter confirming that all closing contingencies have been met, including the finalized sources and uses of funds and Draw schedule. 5. Terms and Conditions of CDBG-DR Loan: CM a. For Priority I Applications, the CDBG-DR funding associated with the land acquisition4-2 costs will be awarded to the designated Land Owner and the remaining funding will be awarded to the Applicant.The designated Land Owner and the Applicant will each enter into separate CDBG-DR loans with the terms and conditions outlined below. The closing of the Land Owner loan and Applicant loan will be contemporaneous. b. The proceeds of the CDBG-DR loan shall be used for Developments which provide affordable, safe and sanitary multifamily rental housing units. Page 97 of 115 RFA 2019-101 Packet Pg. 1398 D.7.c Complete RFA as modified on 7-19-19 C. The CDBG-DR loan may be in a first, second, or other subordinated lien position. For E purposes of this RFA, mortgages securing a letter of credit as credit enhancement for U, the bonds financing the first mortgage shall be considered a contingent liability and part of the first mortgage lien, provided that the Applicant's counsel furnishes an opinion regarding the contingent nature of such mortgage satisfactory to the Corporation and its counsel. to d. The CDBG-DR loan shall be non-amortizing and shall have an interest rate of zero r_ percent per annum. The loan will not require payment for as long as the proposed Development remains in Compliance. The loan will be forgiven after 20 years. 4- 0 e. The amount of any superior mortgages combined with the CDBG-DR mortgage shall be less than the appraised value of the Development. Any debt service reserve requirement associated with a superior mortgage shall be excluded from the amount of the superior mortgage for purposes of this calculation. By the date that is 151 Calendar Days after the Applicant's fiscal year end of each year of the CDBG-DR loan term,the Applicant shall provide the Corporation's servicer with audited financial statements and the fully completed and executed annual reporting 4' form, Financial Reporting Form SR-1. However,this certification requirement will be waived until 151 Calendar Days after the Applicant's fiscal year end following the fiscal year within which the first unit is occupied. The SR-1 form, Rev. 05-14,which is available on the Corporation's Website http://www.floridahousing.org/ PropertyOwnersAndManagers/Forms (also accessible by clicking here), shall be submitted to the Corporation's servicer in both PDF format and in electronic form as a Microsoft Excel spreadsheet.The audited financial statements are to be prepared in accordance with accounting principles generally accepted in the United States of America and audited in accordance with auditing standards generally accepted in the 2 United States of America for the 12 month fiscal year period just ended and shall ° include: (1) Comparative Balance Sheet with prior year and current year balances; (2) Statement of revenue and expenses; (3) Statement of changes in fund balances or equity; (4) Statement of cash flows; and (5) Notes to financial statements. The financial statements referenced above should also be accompanied by a certification of the Applicant as to the accuracy of such financial statements. A late fee of$500 will be assessed by the Corporation for failure to submit the required audited financial statements and certification by 151 Calendar Days after the Applicant's fiscal 0 year end of each year of the CDBG-DR loan term. Failure to submit the required audited financial statements and certification by 151 Calendar Days after the Applicant's fiscal year end of each year of the CDBG-DR loan term shall constitute an event of default on Page 98 of 115 RFA 2019-101 Packet Pg. 1399 D.7.c Complete RFA as modified on 7-19-19 the CDBG-DR loan. The Applicant shall furnish to the Corporation or its servicer, E unaudited statements, certified by the Applicant's principal financial or accounting U, officer, covering such financial matters as the Corporation or its servicer may reasonably request, including without limitation, monthly statements with respect to the Development. 0 f. After acceleration, the Note shall bear interest at the default interest rate from the due 0 date until paid. 0 g. The final billing for the purpose of payoff of the CDBG-DR loan shall also include a billing for compliance fees to cover monitoring of CDBG-DR Program requirements beyond the - maturity date of the Note. Such fees shall be computed by determining the present value of the annual compliance monitoring fee for the number of years for which the Development will have a set-aside for persons or households beyond the repayment date. The present value discount rate shall be 2 percent per annum. Such amount shall be reduced by the amount of any compliance monitoring fees for other programs collected by the Corporation for the Development for that period, provided: ° (1) The compliance monitoring fee covers some or all of the period following the anticipated CDBG-DR loan repayment date; and 0 (2) The Development has substantially equivalent set-asides for persons or households mandated through another Corporation program for which the compliance monitoring fee was collected. h. The CDBG-DR loans shall be serviced either directly by the Corporation or by the servicer on behalf of the Corporation. i. The Corporation shall monitor compliance of all terms and conditions of the CDBG-DR loan and shall require that certain terms and conditions be embodied in the Land Use Restriction Agreement and recorded in the public records of the county wherein the Development is located. Violation of any material term or condition of the documents evidencing or securing the CDBG-DR loan shall constitute a default during the term of the CDBG-DR loan. The Corporation shall take appropriate legal action to effect E compliance if a violation of any material term or condition relative to the set-asides of units is discovered during the course of compliance monitoring or by any other means. j. The Corporation shall require adequate insurance to be maintained on the Development as determined by the first mortgage lender, the Corporation, or the Corporation's servicer, sufficient to meet the standards established in the Florida Housing Finance CM Corporation (FHFC) Insurance Guide (and as amended from time to time).The most recently published FHFC Insurance Guide is available on the Corporation's Website http://www.floridahousing.org/owners-and-managers/compliance/forms (also accessible by clicking here). 0 k. The CDBG-DR loan term shall be for a period of not more than 20 years. The term of the loan may exceed 20 years if the lien of the Corporation's encumbrance is subordinate to Page 99 of 115 RFA 2019-101 Packet Pg. 1400 D.7.c Complete RFA as modified on 7-19-19 the lien of another mortgagee, in which case the term may be made coterminous with CD the longest term of the superior loan. 0 I. After accepting a preliminary commitment, the Applicant or Land Owner shall not refinance, increase the principal amount, or alter any terms or conditions of any mortgage superior or inferior to the CDBG-DR mortgage without prior approval of the 0 Corporation's Board of Directors. However, an Applicant or Land Owner may reduce the 0 interest rate on any superior or inferior mortgage loan without the Board's permission, provided that no other terms of the loan are changed. The Corporation must be notified in writing of any such change. 4- 0 Following construction completion, the Board shall deny requests to increase the amount of any superior mortgage, unless the criteria outlined below are met,the original combined loan to value ratio for the superior mortgage and the CDBG-DR mortgage is maintained or improved, and a proportionate amount of the increase in the superior mortgage is used to reduce the outstanding CDBG-DR loan balance. To calculate the proportionate amount of the increase in the superior mortgage which must be paid toward the reduction of the CDBG-DR loan balance, the following calculation shall be used: divide the amount of the original CDBG-DR mortgage by the combined amount of the original CDBG-DR mortgage and the original superior mortgage; then multiply the quotient by the amount of the increase in the superior mortgage from the current balance. For example, if the amount of the original CDBG-DR mortgage is$2,000,000,the original superior mortgage is$4,400,000, with a current balance of$3,000,000, a proposed new superior mortgage of$5,000,000, then the amount of the increase in the superior mortgage would be$2,000,000, and the Y proportionate amount of the increase in the superior mortgage which must be paid toward the reduction of the CDBG-DR loan balance would be$625,000.This$625,000 would be applied first to accrued interest and then to principal. 0 M. All CDBG-DR loans shall be in conformance with applicable federal and state statutes, including the Fair Housing Act (Title VIII of the Civil Rights Act of 1968, as amended) including the Affirmative Fair Marketing Plan,Titles II and III of the Americans with Disabilities Act of 1990 as implemented by 28 CFR Part 35, Section 504 of the Rehabilitation Act of 1973, as implemented by 24 CFR Part 8 ("Section 504 and its related regulations"), and The Violence Against Women Reauthorization Act of 2013. These provisions are available on the RFA Website.To the extent that a CDBG-DR Development is not otherwise subject to Section 504 and its related regulations,the CDBG-DR Development shall nevertheless comply with Section 504 and its related regulations as requirements of the CDBG-DR Program to the same extent as if the CDBG- DR Development were subject to Section 504 and its related regulations in all respects. To that end, for purposes of the CDBG-DR Program, CDBG-DR funding shall be deemed "Federal financial assistance" within the meaning of that term as used in Section 504 and its related regulations for all CDBG-DR Developments. 0 n. Affordable rents for CDBG-DR are determined in a manner consistent with Section 42(g)(2) of the IRC using CDBG income limits published by HUD. The gross monthly rent shall not exceed 30 percent of the imputed income imitation applicable to such unit as committed to by the Applicant in its Application. The 2019 Florida Housing CDBG-DR Page 100 of 115 RFA 2019-101 Packet Pg. 1401 D.7.c Complete RFA as modified on 7-19-19 Income and Rent Limits can be accessed on the Corporation's website CD E https://www.floridahousing.org/owners-and-managers/compliance/rent-limits (also ) accessible by clicking here). o. The documents creating, evidencing or securing each CDBG-DR loan must provide that any violation of the terms and conditions described in this RFA constitutes a default 0 under the CDBG-DR loan documents allowing the Corporation to accelerate its loan and 0 to seek foreclosure as well as any other remedies legally available to it. 0 P. A failure to pay any principal or interest due under the terms of this section shall constitute a default on the CDBG-DR loan. - U) q. Failure of the Applicant to provide the Corporation and its servicer with the Form SR-1 shall constitute a default on the CDBG-DR loan. 0 r. The Compliance Period for a CDBG-DR Development shall be, at a minimum, the HUD affordability period requires units to be set aside for 20 years. Priority I or II Applications must remain affordable into Perpetuity. The Corporation is adding 30 years of an extended affordability period to the HUD affordability period for Priority III Applications, for a total affordability period of 50 years for Priority III Application. The set-aside requirements apply to the total number of residential units in the Development beginning on the later of the first day on which any residential unit in the Development is occupied or the CDBG-DR loan closing date. For a period of 12 months beginning on the CDBG-DR loan closing date (the "transition period"),the failure to satisfy the set-aside requirements shall not cause noncompliance. S. Unless and until a guarantor's obligations for an Applicant's CDBG-DR loan are terminated as approved in writing by the Corporation or its servicer, each guarantor shall furnish to the Corporation or its servicer financial statements as provided in paragraphs (1)through (3) below as the Corporation or its servicer may reasonably request. (1) The audited financial statements are to be prepared in accordance with accounting principles generally accepted in the United States of America and E audited in accordance with auditing standards generally accepted in the United States of America for the 12 month fiscal year period just ended and shall include: (a) Comparative Balance Sheet with prior year and current year balances; CM (b) Statement of revenue and expenses; (c) Statement of changes in fund balances or equity; (d) Statement of cash flows; and (e) Notes to financial statements. Page 101 of 115 RFA 2019-101 Packet Pg. 1402 D.7.c Complete RFA as modified on 7-19-19 The financial statements referenced above should also be accompanied by a CD E certification of the guarantor(s) as to the accuracy of such financial statements; or U, 0 (2) If an audited financial statement has not been prepared, a federal income tax return filed for the most recently completed year; or 0 (3) For individual guarantors, if an audited financial statement is not available a financial statement certified as true and complete without qualification by such guarantor and a copy of the most recently filed individual federal income tax return. 4- 0 6. Sale,Transfer or Refinancing of a CDBG-DR Development: a. Any sale, conveyance, assignment, or other transfer of interest or the grant of a security interest in all or any part of the title to the Development or land other than a superior mortgage shall be subject to the Corporation's prior written approval. The Board shall consider the facts and circumstances of each Applicant's request and any credit underwriting report, if available, prior to determining whether to grant such request. b. The CDBG-DR loan shall be assumable upon sale or transfer of the Development or land if the following conditions are met: (1) The proposed transferee meets all specific Applicant or Land Owner identity criteria which were required as conditions of the original loan; (2) The proposed transferee agrees to maintain all set-asides and other requirements of the CDBG-DR loan for the period originally specified or longer; and (3) The proposed transferee and release of transferor receives a favorable recommendation from the Credit Underwriter and approval by the Board of Directors of the Corporation. All assumption requests must be submitted in writing to the Director of Special Assets and contain the specific details of the transfer and assumption. In addition to any related professional fees, the Corporation shall charge a non-refundable assumption fee as outlined in the most current competitive solicitation. C. If the CDBG-DR loan is not assumed since the buyer does not meet the criteria for assumption of the CDBG-DR loan,the CDBG-DR loan (principal and any outstanding CM interest) shall be repaid from the proceeds of the sale in the following order of priority: (1) First mortgage debt service, first mortgage fees; (2) CDBG-DR compliance and loan servicing fees; (3) An amount equal to the present value of the compliance monitoring fee for the periods for which the Development will have a set-aside for persons or households beyond the repayment date. The present value discount rate shall Page 102 of 115 RFA 2019-101 Packet Pg. 1403 D.7.c Complete RFA as modified on 7-19-19 be 2 percent per annum. Such amount shall be reduced by the amount of any CD E compliance monitoring fees collected by the Corporation for the Development U, for that period, provided: (a) The compliance monitoring fee covers some or all of the period following the anticipated CDBG-DR repayment date; and 0 (b) The Development has substantially equivalent set-asides for persons or households mandated through another program of the Corporation for which the compliance monitoring fee was collected. 0 (4) Unforgiven principal balance of the CDBG-DR loan; (5) Expenses of the sale; 0 (6) If there will be insufficient funds available from the proposed sale of the Development or land to satisfy paragraphs c.(1)—(6) above, the CDBG-DR loan shall not be satisfied until the Corporation has received: 2 (a) An appraisal prepared by an appraiser selected by the Corporation or the Credit Underwriter indicating that the purchase price for the Development or land is reasonable and consistent with existing market conditions; (b) A certification from the Applicant or Land Owner that the purchase price reported is the actual price paid for the Development or land, as supported by a copy of the final executed purchase and sale agreement, and that no other consideration passed between the parties, as supported by a draft and final closing statement, and that the Development Cash Flow reported to the Corporation during the term of the CDBG-DR loan was true and accurate; (c) A certification from the Applicant that there are no Development funds available to repay the CDBG-DR loan, including any interest due, and the Applicant knows of no source from which funds could or would be forthcoming to pay the CDBG-DR loan; and (d) A certification from the Applicant or Land Owner detailing the information needed to determine the final billing for CDBG-DR loan interest. Such certification shall require submission of financial CM statements and other documents that may be required by the Corporation and its servicer. d. The Corporation may renegotiate and extend the loan in order to extend or retain the availability of housing for the target population. Such renegotiations shall be based upon: (1) Performance of the Applicant during the CDBG-DR loan term; Page 103 of 115 RFA 2019-101 Packet Pg. 1404 D.7.c Complete RFA as modified on 7-19-19 (2) Availability of similar housing stock for the target population in the area; E U) (3) Documentation and certification by the Applicant that funds are not available to repay the Note upon maturity; (4) A plan for the repayment of the loan at the new maturity date; 0 (5) Assurance that the security interest of the Corporation will not be jeopardized by the new term(s); and (6) Industry standard terms which may include amortizing loans requiring regularly scheduled payments of principal and interest. All loan renegotiation requests, including requests for extension, must be submitted in writing to the Director of Special Assets and contain the specific details of the 0 renegotiation. In addition to any related professional fees,the Corporation shall charge a non-refundable renegotiation fee as outlined in this RFA. a 2 e. The Corporation will recommend that the Board approve requests for mortgage loan refinancing only if Development Cash Flow is improved,the Development's economic viability is maintained, the security interest of the Corporation is not adversely affected, and the Credit Underwriter provides a positive recommendation. f. The Corporation will recommend that the Board deny requests for mortgage loan refinancing which require extension of the CDBG-DR loan term or otherwise adversely affect the security interest of the Corporation, unless the criteria outlined in Item e. above, are met,the Credit Underwriter recommends that the approval of such a request is crucial to the economic survival of the Development, or unless the Board determines that public policy will be better served by the extension as a result of the Applicant agreeing to further extend the Compliance Period or provide additional amenities or resident programs suitable for the resident population. Further, the Board shall limit any approved extension to a minimum term which makes the Development feasible and which does not exceed an industry standard term. The Corporation will recommend that the Board deny requests to increase the amount of any superior mortgage, unless the criteria outlined in Item e. above are met,the original combined loan to value ratio for the superior mortgage and the CDBG-DR mortgage is maintained or improved, and a proportionate amount of the increase in the superior mortgage is used to reduce the outstanding CDBG-DR loan balance. CM 7. CDBG-DR Construction Disbursements and Permanent Loan Servicing: a. CDBG-DR loan proceeds shall be disbursed during the construction phase in an amount per Draw which does not exceed the ratio of the CDBG-DR loan to the Total Development Cost, unless approved by the Corporation and the Credit Underwriter. b. Ten (10) business days prior to each Draw,the Applicant shall supply the Corporation's servicer, as agent for the Corporation,with a written request executed by the Applicant for a Draw. The request shall set forth the amount to be paid and shall be accompanied Page 104 of 115 RFA 2019-101 Packet Pg. 1405 D.7.c Complete RFA as modified on 7-19-19 by documentation specified by the Corporation's servicer including claims for labor and Ca materials to date of the last inspection. 0 C. The Corporation and its servicer shall review the request for a Draw, and the servicer shall provide the Corporation with approval of the request or an alternative recommendation, after the title insurer provides an endorsement to the policy of title 0 insurance updating the policy to the date of the current Draw and increasing the 0 insurance coverage to an amount equal to the sum of all prior Draws and the current Draw. 0 d. The Corporation shall disburse construction Draws through Automated Clearing House 0 (ACH). The Applicant may request disbursement of construction Draws via a wire transfer. The Applicant will be charged a fee of$10 for each wire transfer requested. This charge will be netted against the Draw amount. 0 e. The Corporation shall elect to withhold any Draw or portion of any Draw, notwithstanding any documentation submitted by the Applicant in connection with the request for a Draw, if (1) The Corporation or the Corporation's servicer determines at any time that the actual cost budget or progress of construction differs from that as shown on the loan documents; or (2) The percentage of progress of construction of the improvements differs from that shown on the request for a Draw. f. The servicer may request submission of revised construction budgets. g. Based on the Applicant's progress of construction, if the Corporation determines that further analysis by the Credit Underwriter is required prior to the release of the final Draw, the Applicant shall pay to the Credit Underwriter a fee based on an hourly rate determined pursuant to the contract between the Corporation and the Credit Underwriter. h. Retainage in the amount of 10 percent per Draw shall be held by the servicer during construction until the Development is 50 percent complete. At 50 percent completion, no additional retainage shall be held from the remaining Draws. Release of funds held by the Corporation's servicer as retainage shall occur pursuant to the CDBG-DR loan agreement. CM 8. General Program Procedures and Restrictions. a. The minimum Compliance Period for newly-constructed rental housing is 20 years from Project Completion.The set-aside requirements apply beginning on the later of the first day on which any residential unit in the Development is occupied or the loan closing date.The Compliance Period will be extended until the later of such longer term agreed to by the Applicant in its Application. b. The minimum Compliance Period for newly-constructed rental housing is 20 years from Page 105 of 115 RFA 2019-101 Packet Pg. 1406 D.7.c Complete RFA as modified on 7-19-19 Project Completion.The set-aside requirements apply beginning on the later of the first CD E day on which any residential unit in the Development is occupied or the loan closing U, date.The Compliance Period will be extended until the later of such longer term agreed to by the Applicant in its Application or the loan is repaid. C. The Development will remain affordable, pursuant to commitments documented within 0 the executed Land Use Restriction Agreement without regard to the term of the 0 mortgage or to transfer of ownership. 0 d. The Development must comply with all applicable provisions of the competitive solicitation process. - U) e. A Development that is under construction may be eligible to apply for CDBG-DR funds only if Development is able to provide evidence of compliance with federal labor standards for any work already completed, and the Development is able to provide evidence of compliance with HUD environmental requirements as well as all other federal regulations.The federal requirements may require completion of activities prior to submission of an Application for funding. f. Any single contract for the development of affordable housing must contain a provision requiring that not less than the wages prevailing in the locality, as predetermined by the United States Secretary of Labor pursuant to the Davis-Bacon Act, 40 U.S.C. 3141, et seq and 29 CFR part 1, 3, 5, 6, and 7 will be paid to all laborers and mechanics employed for the construction of the Development, and such contracts must also be subject to the overtime provisions of the Contract Work Hours and Safety Standards Act, 40 U.S.C. §§3701—3706 and 3708 (2002),the Copeland Act(Anti-Kickback Act), 18 U.S.C. 874, and the Fair Labor Standards Act of 1938, as amended (29 U.S.C. §201 et seq.). g. All Developments must conform to the following federal requirements: 0 (1) Title VI of the Civil Rights Act of 1964— Prohibits discrimination by government agencies that receive Federal funding; (2) Title VII of the Civil Rights Act of 1964— prohibits employment discrimination on the basis of race, color, religion, sex, or national origin; (3) Title VIII of the Civil Rights Act of 1968—as amended (the Fair Housing Act of 1988); (4) 24 C.F.R. §570.490— Recordkeeping Requirements; CM (5) 24 C.F.R. §570.606(b)— Relocation assistance for displaced persons at URA levels; (6) Age Discrimination Act of 1975; 0 (7) Executive Order 12892—Leadership and Coordination of Fair Housing in Federal Programs: Affirmatively Furthering Fair Housing; Page 106 of 115 RFA 2019-101 Packet Pg. 1407 D.7.c Complete RFA as modified on 7-19-19 (8) Section 109 of the Housing and Community Development Act of 1974—No �a E person shall be excluded from participation in, denied benefits of, or subjected U, to discrimination under any program or activity receiving CDBG-DR funds because of race, color, religion, sex or national origin; (9) Section 504 of the Rehabilitation Act of 1973 and 24 C.F.R. part 8,which U prohibits discrimination against people with disabilities; 0 0 (10) Executive Order 11063—Equal Opportunity in Housing; (11) Executive Order 11246—Equal Employment Opportunity; 0 U) (12) Section 3 of the Housing and Urban Development Act of 1968, as amended— Employment/Training of Lower Income Residents and Local Business Contracting. 0 (13) Environmental Review as enumerated in 24 CFR Part 58 and National Environmental Policy Act of 1969. 2 (14) Other than those requirements waived via Federal Register Notice, including in FIR 6066-N-01 and 6109-N-01,the Subrecipient shall comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA),42 USC 4601—4655, 49 CFR part 24, 24 CFR part 42, and 24 CFR 570.606. (15) Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846),the Residential Lead-Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851- 4856), and implementing regulations at part 35, subparts A, B,J, K, and R of this title. 0 (16) Provisions in 24 CFR 570.489(h).as enumerated in 24 CFR §92.356, 2 CFR §200.317 and 2 CFR §200.318), Debarment and Suspension as enumerated in 24 CFR Part 24.(h), Handicapped Accessibility as enumerated in Section 504 of the Rehabilitation Act of 1973 (implemented in 24 CFR Part 8) and 24 CFR §100.205. a (17) Americans with Disabilities Act as enumerated in 42 U.S.C. §12131; and 47 U.S.C. §§155, 201, 218 and 225. (18) Economic Opportunity for Low-and Very Low-Income Persons as implemented in 24 CFR Part 135. (19) Minority/Women Employment as enumerated in 2 CFR §200.321 and Executive Orders 11625, 12432, and 12138. 9. Eligible Applicants Unless otherwise permitted in a competitive solicitation process, an Applicant is not eligible to apply for funding if any of the following pertain to the proposed Development: Page 107 of 115 RFA 2019-101 Packet Pg. 1408 D.7.c Complete RFA as modified on 7-19-19 a. The proposed Development has received an allocation of Housing Credits or a E Competitive Housing Credit commitment, unless written notice has been provided to U, the Corporation prior to the deadline to apply for the applicable funding withdrawing acceptance of such allocation or commitment and returning the previously awarded HC funding; 0 b. A preliminary commitment of funding for the proposed Development through the 0 CDBG-DR Program has already been accepted, unless written notice has been provided to the Corporation prior to the deadline to apply for the new funding withdrawing such acceptance and returning the prior CDBG-DR Program funding. 4- 0 C. The proposed Development site or any part thereof is subject to any Land Use Restriction Agreement or Extended Use Agreement, or both, in conjunction with any Corporation affordable housing financing intended to foster the development or maintenance of affordable housing, unless at least one of the following applies: (1) A LURA recorded in conjunction with the Predevelopment Loan Program or the Elderly Housing Community Loan Program, or (2) A LURA or EUA, or both, for an existing building or buildings, originally constructed at least 25 years prior to the deadline to apply for the applicable SAIL funding, where, in the current Application, the Applicant has selected and qualified for the Homeless demographic commitment with a Development category of Rehabilitation/Moderate Rehabilitation/Substantial Rehabilitation, Acquisition and Rehabilitation/Moderate Rehabilitation/Substantial Rehabilitation, Preservation, or Acquisition and Preservation. 10. Eligible and Ineligible Development Costs. a. Funds may be used to pay for the following eligible costs: (1) Development hard costs as they directly relate to the units only for: (a) New construction, the costs necessary to meet all applicable local and E state codes, ordinances, and zoning requirements. Projects must meet state or local residential and building codes, as applicable or, in the - absence of a state or local building code, the International Residential Code or International Building Code (as applicable to the type of housing) of the International Code Council, (b) Costs to demolish existing structures, improvements to the 4-2 Development site and utility connections; (2) The cost of acquiring improved or unimproved real property. A Development and loan that involves acquisition must include new construction in order to be an eligible Development. (3) Soft costs as they relate to the units.The costs must be reasonable, as determined by the Corporation and the Credit Underwriter, and associated with Page 108 of 115 RFA 2019-101 Packet Pg. 1409 D.7.c Complete RFA as modified on 7-19-19 the financing, development, or both.These costs may include: U) (a) Architectural, engineering or related professional services required to prepare plans, drawings, specifications or work write-ups, (b) Costs to process and settle the financing for a Development, such as 0 credit reports, fees for evidence of title, recordation, building permits, 0 attorney fees, cost certifications, and estimates, 0 (c) Developer's and General Contractor's fees as described in this RFA; 0 (d) Impact fees, (e) Costs of Development audits required by the Corporation, 0 (f) Affirmative marketing and fair housing costs, (g) Temporary relocation costs as required under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (URA),42 USC 4601—4655, 49 CFR part 24, 24 CFR part 42, and 24 CFR 570.606 as applicable . b. Funds shall not be used to pay for the following ineligible costs: (1) Development reserve accounts for replacements, unanticipated increases in operating costs, or operating subsidies, except as described in 24 CFR §92.206(d)(5); (2) Public housing; 0 (3) Administrative costs, or (4) Any other expenses not allowed under CDBG-DR regulations. C. The accumulation of all Development financing, including the CDBG-DR loan and all existing debt within a Development, may not exceed the Total Development Cost, as determined and certified by the Credit Underwriter. d. Before disbursing any funds, there must be a written agreement with the Applicant ensuring compliance with the requirements of the Program pursuant to this RFA. CM e. A representative of the Applicant and the managing company of the Development must 4-2 attend a Corporation-sponsored training session on income certification and compliance procedures. f. The General Contractor and all available subcontractors shall attend a Corporation- sponsored preconstruction conference regarding federal labor standards provisions. g. The Corporation shall require adequate insurance to be maintained on the Development Page 109 of 115 RFA 2019-101 Packet Pg. 1410 D.7.c Complete RFA as modified on 7-19-19 as determined by the first mortgage lender, the Corporation, or the Corporation's CD servicer, sufficient to meet the standards established in the Florida Housing Finance U, Corporation (FHFC) Insurance Guide (and as amended from time to time).The most recently published FHFC Insurance Guide is available on the Corporation's Website http://www.floridahousing.org/owners-and-managers/compliance/forms (also accessible by clicking here). to h. All loans must provide that any violation of the terms and conditions described in this r_ RFA loan documents allowing the Corporation to accelerate its loan and seek foreclosure as well as any other remedies legally available to it. 4- 0 i. If a default on a loan occurs, the Corporation will commence legal action to protect the interest of the Corporation.The Corporation shall acquire real and personal property or any interest in the Development if that acquisition is necessary to protect any loan; sell, transfer, and convey any such property to a buyer without regard to the provisions of chapters 253 and 270, F.S.; and, if that sale, transfer, or conveyance cannot be consummated within a reasonable time, lease the Development for occupancy by Eligible Persons. j. The Corporation or its servicer shall monitor the compliance of each Development with all terms and conditions of the loan and shall require that such terms and conditions be recorded in the public records of the county where the Development is located. Violation of any term or condition shall constitute a default during the term of the loan. k. The Applicant shall not refinance, increase the principal amount, or alter any terms or conditions of any mortgage superior or inferior to the mortgage without prior approval of the Corporation's Board of Directors. However, an Applicant may reduce the interest rate on any superior or inferior mortgage loan without the Board's permission, provided 2 that no other terms of the loan are changed.The Corporation must be notified of any such change. CM Page 110 of 115 RFA 2019-101 Packet Pg. 1411 D.7.c Complete RFA as modified on 7-19-19 Revised Land Owner Certification and Acknowledgement Form E 1. Development Name: 0 2. The legal description or the address of the land that is the subject of the proposed Development to "the Land" including all scattered sites, if applicable. If additional space is needed, provide attachments to this form: 0 0 0 U) 0 2 3. The following type of entity holds or will hold 100 percent ownership in the Land identified in 2. above, and therefore can be considered the "Land Owner"for purposes of this Application: ❑ A Local Government ❑ A Public Housing Authority Land Authority � ❑ Community Land Trust 4. If this Application for the proposed Development described above is selected for funding, the Land Owner identified in 3. above will hold the Land identified in 2. above and maintain the o affordability requirements of the Land identified in 2. above in Perpetuity. For purposes of this RFA, Perpetuity means 99 years or more. 5. If this Application for the proposed Development described above includes a request for Land Acquisition Funding, the Site Control documentation must include an appraisal demonstrating that the appraised value of the land meets or exceeds the purchase price. The purchase price must be based on the post-disaster value of the land, consistent with applicable cost principals. The pre-disaster value may not be used.The Corporation will seek a re-appraisal by an independent third party during credit underwriting. If the appraisal demonstrates that the purchase price exceeds the fair market value, the only land costs that can be included in the CM Total Development Cost or awarded through Land Acquisition Program Funding will be the appraised value, which will be confirmed in credit underwriting. The appraisals conducted during credit underwriting may cause a reduction in the funding amount. 6. The Land Owner's Perpetuity commitments will be included in (i) a Land Use Restriction Agreement(s) and (ii) an Extended Use Agreement, if applicable, and must be maintained in order for the Development to remain in compliance, unless the Board approves a change. Page 111 of 115 RFA 2019-101 Packet Pg. 1412 D.7.c Complete RFA as modified on 7-19-19 7. In eliciting information from third parties required by and/or included in this Application,the CD E Land Owner has provided such parties information that accurately describes the Development U, as proposed in this Application.The Land Owner has reviewed the third party information included in this Application and/or provided during the credit underwriting process and the information provided by any such party is based upon, and accurate with respect to, the Development as proposed in this Application. C) 8. Funding under this RFA is provided by the U.S. Department of Housing and Urban Development r_ (HUD)through the Florida Department of Economic Opportunity's (DEO) Community Development Block Grant Disaster Recovery (CDBGDR) Program. Florida Housing Finance Corporation (The Corporation) is not responsible, and Land Owners shall hold the Corporation 0 harmless from liability and claim for damages or expenses, in the event that HUD or DEO retracts, suspends, or interrupts such funding. 9. The Land Owner acknowledges that any funding preliminarily secured by the Land Owner is expressly conditioned upon any independent review, analysis and verification of all information contained in this Application that may be conducted by the Corporation, the successful completion of credit underwriting, and all necessary approvals by the Board of Directors, Corporation or other legal counsel,the Credit Underwriter, and Corporation staff. 10. The Land Owner understands and an agrees to cooperate with audits conducted in accordance 8 p Y with the provisions set forth in Section 20.055(5), F.S. 11. The undersigned is authorized to bind the Land Owner entity to this certification and warranty of truthfulness and completeness of the Application. Under the penalties of perjury, I declare and certify that I have read the foregoing and that the information is true, correct and complete. 0 Signature of Authorized Land Owner Representative Name (typed or printed) Title (typed or printed) E NOTE: Provide this form as Attachment 1 to the RFA. 4- CM Page 112 of 115 RFA 2019-101 Packet Pg. 1413 D.7.c Complete RFA as modified on 7-19-19 Applicant Certification and Acknowledgement Form CD E U) 1. The Applicant and all Financial Beneficiaries have read all applicable Corporation rules governing this RFA and have read the instructions for completing this RFA and will abide by the applicable Florida Statutes and the credit underwriting and program provisions outlined in Exhibit F. The Applicant and all Financial Beneficiaries have read, understand and will comply with all related 0 federal regulations. 0 2. The Applicant has reviewed this RFA and certifies to its eligibility to apply for the funding o offered. 0 4- 0 3. The Applicant certifies that the proposed Development can be completed and operating within the Development schedule and budget submitted to the Corporation. 4. The Applicant acknowledges and certifies that it will abide by all commitments, requirements, and due dates outlined in the RFA, inclusive of all exhibits. Failure to provide the required information by any stated deadlines may result in the withdrawal of the invitation to enter credit underwriting, unless an extension is approved by the Corporation. 5. By submitting the Application, the Applicant acknowledges and certifies that the proposed Development will meet all state building codes, including the 2012 Florida Accessibility Code for Building Construction, adopted pursuant to Section 553.503, F.S., the Architectural Barriers Act of 1968; the Fair Housing Act as implemented by 24 CFR Part 100, including the Affirmative Fair Housing Marketing Plan; Violence Against Women Act Reauthorization Act of 2013; Section 504 of the Rehabilitation Act of 1973 as outlined in Section Four, A.8. of the RFA; and the Americans e� with Disabilities Act of 1990 as implemented by 28 CFR Part 35, incorporating the most recent amendments, regulations and rules. 6. The Applicant acknowledges that any funding preliminarily secured by the Applicant is expressly conditioned upon any independent review, analysis and verification of all information contained o in this Application that may be conducted by the Corporation, the successful completion of credit underwriting, and all necessary approvals by the Board of Directors, Corporation or other legal counsel, the Credit Underwriter, and Corporation staff. E 7. If preliminary funding is approved, the Applicant will promptly furnish such other supporting information, documents, and fees as may be requested or required. The Applicant understands and agrees that the Corporation is not responsible for actions taken by the undersigned in reliance on a preliminary commitment by the Corporation. The Applicant commits that no qualified residents will be refused occupancy because they have Section 8 vouchers or certificates. The Applicant further commits to actively seek tenants from public housing waiting lists and tenants who are participating in and/or have successfully completed the training provided by welfare to work or self-sufficiency type programs. 8. The success of an Applicant in being selected for funding is not an indication that the Applicant will receive a positive recommendation from the Credit Underwriter or that the Development ao, team's experience, past performance or financial capacity is satisfactory. The past performance record,financial capacity, and any and all other matters relating to the Development Team (which consists of Developer, management company, General Contractor, architect, attorney, Page 113 of 115 RFA 2019-101 Packet Pg. 1414 D.7.c Complete RFA as modified on 7-19-19 and accountant)will be reviewed during credit underwriting. The Credit Underwriter may CD E require additional information from any member of the Development team including, without U, limitation, documentation on other past projects and financials. Development teams with an unsatisfactory past performance record, inadequate financial capacity or any other unsatisfactory matters relating to their suitability may result in a negative recommendation from the Credit Underwriter. to 9. The Applicant's commitments will be included in i a Land Use Restriction Agreement(s) and ii an Extended Use Agreement, if applicable, and must be maintained in order for the Development to remain in compliance, unless the Board approves a change. 4- 0 10. The Applicant understands and agrees that it will ensure that(i) none of the General Contractor duties to manage and control the construction of the Development are subcontracted; (ii) none of the construction or inspection work that is normally performed by subcontractors is performed by the General Contractor; (iii) no construction cost is subcontracted to any entity that has common ownership or is an Affiliate of the General Contractor or the Developer, as further described in Exhibit F. 2 ° 11. The Applicant, the Developer and all Principals are in good standing among all other state agencies and have not been prohibited from applying for funding. 0 12. In eliciting information from third parties required by and/or included in this Application,the Applicant has provided such parties information that accurately describes the Development as proposed in this Application.The Applicant has reviewed the third party information included in this Application and/or provided during the credit underwriting process and the information provided by any such party is based upon, and accurate with respect to, the Development as proposed in this Application. 13. Funding under this RFA is provided by the U.S. Department of Housing and Urban Development (HUD)through the Florida Department of Economic Opportunity's (DEO) Community Development Block Grant Disaster Recovery (CDBGDR) Program. Florida Housing Finance Corporation (The Corporation) is not responsible, and Applicants shall hold the Corporation harmless from liability and claim for damages or expenses, in the event that HUD or DEO retracts, suspends, or interrupts such funding. 14. The Applicant understands and agrees to cooperate with any audits conducted in accordance with the provisions set forth in Section 20.055(5), F.S. CM Page 114 of 115 RFA 2019-101 Packet Pg. 1415 D.7.c Complete RFA as modified on 7-19-19 15. The undersigned is authorized to bind the Applicant entity to this certification and warranty of CD truthfulness and completeness of the Application. 0 Under the penalties of perjury, I declare and certify that I have read the foregoing and that the information is true, correct and complete. 0 to Signature of Authorized Principal Representative Name (typed or printed) r_ 0 Title (typed or printed) 0 U) NOTE: Provide this form as Attachment 1 to the RFA. The Applicant Certification and Acknowledgement form must be signed by the Authorized Principal Representative stated in Exhibit A. 0 a 2 0 0 CD E 4- CM 0 Page 115 of 115 RFA 2019-101 Packet Pg. 1416 U) :3 0 FIRSTAMENDED LE&SE 0 BETWEEN 0 r_ 0 THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY 2! FLORIDA 0 4- 0 U) "LESS UIR." AND 0 TIM MONROE COUNTY'111:.�[Ol..JSING.A.UTIIORI.TY 2A "LESSEE" 0 FOR PROPERTY LOCATED ONBIG PINE Kl,',Y,.AND CONCH KEY,, MONROE ("OUNTY, FLOIUDA DATED 2011.9 0 U) :3 0 0 M- A AA-7 U) :3 ' able of Contents 0 .......................................................................................................................... Arti6le Title ............... 0 0 0 Definitions 4 0 0 Demised Premises 6 2!J_ 0 0 Term 7 U) IV Rent 7 0 V Non.-Subordination 8 V.I. Payment of Taxes and Utilities 9 Vil Mechanics'Liens 11 VI 11. Governing Law, Cumulative Remedies 1.2 IX Indemnification off'lessor 13 x Insurance 14 X.1 Insurance Premiums 1S X.11 Assignment/Transfer XII 1. Condemnation 20 x1v Construction 21 xv Mortgage Financing 23 xvi [)efault 26 xvil Repair Obligations 29 XVIII Addition.al Covenants of Lessee/1,essor 29 xix Representations, Warranties of Title and Quiet Enjoyment and No Unlawful. or Immoral Purpose or Use 31 xx Miscel.laneous 32 E LL E Page 2, Of 48 M- A AAC I _ I E U) 17H First Amendedregiment and.Lease made arid.entered'into on this ayof T201.9 by and. between the BOA.RD OF COUN17Y COMMISSIONERS OF 0 MONROE COUNTY,FLORIDA(referred,to as the or"Monroe County"), political. �nbdurnsnQJrn fn . " �J Florida "Lessor"or da IYIIP"aau or"County" under the laws of the State of Florida, and, THE E ROE C : SI AUTHOFU,'.rY (referred to as the "1,essee" or "Initi.0 Lessee", or "Contractor" or 0 "Occupant"), gin.public Dandy, cor�no to a d Via.:liti�,created.and.organized ized �uu.un muu. unt to and in accordance withthe provisions of Housing .uuthorities.Law,codified pursuant'to Chapter � 21, Florida Statutes. .E crr.tt.'kA...IIII...A . : n,.. , :.wesso'n is the owner in tee simple of that certain pro erty located t what is Dow known as 31. . Conch Avenue, Conch Key (bearing 'n°o'pe ty Id.n:R'rn:tificat'ionn. � Number 00385780....000400), and is the owner of an o tionn to hold land in fee simple located at what is now known as 31535 Avenue C, Big Pine Key (bearing Property Identification Number 00302670---000000 and 0030268()-000000), and. located at 2 N. Conch Avenue, Conch. Key (bearing ro.p rty Ide'uu:tification'n Number 00385780....000000), Monroe urn:mnty, Florida, said four properties (hereinafter cumulatively referred to as the "Property") being ore particularly legally described as per the attached incorporated W: E S, Lessee desires to develop the Property for rental use of 20 affordable workforce housing units pursuant t:an'the H : A 2019, 1.01.CDBG D 'inn: o n° (.)'uu.n~n. for qualified tenant occupants; and c� WIIEREA,S, Lessee desires to use the Property for rental tal use Of 20 future hou.:n.s'guu, , units for qualified 'tenant occu.upannts as workfn'.rce housing (as defined. inthe above.... u°efereiced. FHFC RFA.2019....401); and WHEREAS, in. order to preserve the affordability of the dwelling unit(s) to be developed, u.used., and occupied on the Property, Lessor desires to lease the Property to Lessee u ninety. .....nine ( )years, sun ect tin tie FHF �°:1�� : ..m :: .inn° u n sG:n° 't'g�nnn.s s set forth and further defied herein; and WHEREAS, the Lesson and,Lessee agree that thelessee shall develo the� ropert � in accordance with all.requirements of the Community Development Block Grant......Disaster Recovery("CI)BG D.R Program; and WHEREAS, Lessor and Lessee desire nn.d hereby eaten into this -y ar lease t ensure and preserve affordability in per to:d'ty o the :P °operty and all. dwellinn. units there nla and HEREAS, I.,ess r ann.d l.. ss e mutually agree to the Property Managernemt process and.guidelines as set tooth n.ore.fu.0 ly below and.attached incorporated $ b.ibi.t"B."to the Page Of 4 E U) extent allowed by the Florida Department of Economic Opporturifty. and Florid.a .Ho using 0 Firiance Corporation; NOW T.H.EREXORE in consideration of the mutual covenants and obligations 0 0 contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties 0 0 agree as follows: 0 2! I- The foregoing recitals are true and correct and. are hereby incorporated as if ffilly 0 stated herein, and all exhibits attached hereto are true and correct, have been agreed to 0 U) by Lessor and Lessee, and are hereby incorporated as if fully stated herein. ARTICLE I Definitions 2 ".FHFC" shall mean the "Florida Housing Finance Corporation." TDBG-1.).R" shall. mean the Florida 1.)epartinent of Economic Opportunity's 0 "C',ornraunity Development Block Granny-Disaster lReco very" initiative/Prograrn. "Workforce .1.10LIsing Restriction" shall mean a dwelling tlnit )Ahose monthly rent meets the reqtlirements of the State and Federal (3rovernment requirements of the grants awarded; or,upon the pia rties'nu.1tual written agreement,"Wofkforcellousing Restriction" may a]ternatively mean at el:wellingunit whose occupancy is subject to an maximum income limit as allowed by the FH.FC and/or the U.S. Department of Housing and Urban Developrnent (HUD). Tourist housing use or vacation rental t1se of any Un.it(s) are prohibited. Said restriction shall encumber the Property for the term of the nnun et-y nine(99) year lease. Preference shall Inc granted to qualified full-time employees of Lessor, and to qualified full time employees of Lessee. The legal. effectiveness and enforceability Of such preference is contingent upon approval of the Florida Department of Econonvic Opportunity, Florida. Hotising Finance Corporation., and United States Department of Roi.lsing and Urban Development. Moreover, Lessor,may establish in the foregoing Workforce Housing Restriction(s) means"or"'assets"criteria that limit potential rental pools,as allowed by the FHFC and/or the HUI). Any such amendrnent shall not inerease Initial 1.,essee's responsibilities as set forth herein. It is the intent and purpose and shall be the eaet of this Lease and the U) Work-force Housing Restriction(s) herein, to ensure that the workforce housing units' affordability of the dwelling unit and dedicated real.property upon which they are located is maintained and enforced such that any adi-ninistrative rule, policy, or interpretation. thereof', made by Lessor or its designees relating to the maximurn total amount of consideration and. cost permitted to be in any way involved in. an purchase transaction (including, but not linii-ted to, purchase price, lease assignment fees, rents, or, any other compensation given or received in or"outside"of an related transaction.) shall never exceed E the workforce housing criteria established by F11FC for the dwelling unit involved.In every case, the construction and interpretation of terms,conditions, and restrictions imposed by this 1.,ease and the foregoing Workforce Housing Restriction(s) shall. be made in favor of E Page 4 Of 48 M- A AO%O% E U) :3 ensuring that long term. workforce housing benefits for the respective houshig resources 0 inure to the benefit of on ("ount y. "Workforce Housing Unit"'means the dwelling unittea be located on the Pro ertyin 0 .P accordance and in compliance with this .1....ease, hu.Juding the Workforce Housing 0 Restriction. Preference shall be granted to qualified full-time employees of Lessor and/or 0 Lessee., 'The legal effectiveness and enforceability of su6h preference is contingent upon. 2! approval of the Florida Department of Economic 0p ortunity, Florida Housing Firia.t-tce 0 p 4- Corporation, and United. States Department of Housing and I.Jrl,.)an Developni.e.w.it. The parties each agree that 20 such units, all sub ect to the above.....defined. Worlcforce.Housing Restriction shall. be developed on the Property. 0 "Cornmencern.ent Date"'shall.mean the date when Initial Lessee receives a Certificate of Occupancy for then'Wofkforce Housing Unit., 2 "Deinised. Premises" shall mean the property leased pursuant to this Lease for development of the Woikforce Housing Unit(s), more particularly legally described on. attached Ex]l[iibit"A."Demised Premises,where the context requires and.the construction 0 is most appropriate, shall also mean portions of the De nised Premises a.w.,id any improvements developed thereon. "Effective Date"shall mean the date this Lease is fully executed and delivered by all parties and the date that the 1..essee shall be entitled to begin to occupy the De nised Premises for purposes of development and constrUction of the Project and property management., U) :3 0 "Initial-Lessee" mearis the Monroe County Housing Authori-ty. ca "Lease" shall mean this lease for the creation of the Workforce Hotisirtg Unit(s) on the Demised Premises, as may be amended from.time to time by the parties.It is exp ressly contemplated and. intended by Lessor, as fee title holder to the Deinised Premises, and 0 agreed. to and accepted. by Lessee(s), that any limitations, restrictions and/or other covenants of any natUre, whether established. ptlrsuant to this Lease or by the Workforce Housing Restriction(s), be given the full force arid effect of enforceable covenants running with the land,equitable servitudes and all other cognizable legal and equitable real ro eqy p p conventions so as to ensure the overall Liblic or fore e housing purposes intended to be p served., including appropriate a lication. of cu mulative enforcement theories. pl? "Lease Year" shall. mean the twelve (12) mon.th period beginning on the Corr iniencement Date and each twelve(.12)month period thereafter throughout the'l.'erm of this Lease. "Lessor" means the BOARI) OF COUNTY COMMISSIONERS' OF MONROE COUNTY, FLORIDA., or its assigns or designees. Where the context requires, "'Lessor" E may be construed mean an agency or party designated by the Lesson "Lessee" rneans the Initial Lessee and. its Successors and. assigns, including any E Page 5 Of 48 M- A AO%A E U) :3 1.essor. alithorized Association(s) created by Initial Lessee for the Unit tenants, if a.qy, as 0 well as the individual Unit tenants., 0 "Project" shall mean the required development of the Dernised. Premises for workforce housing units for qualified tenant occupants,primarily the required constrUdion 0 of such units as set forth in.Article XIV, but also including related h.ifrastruct Lire, securing of required development a rovals and permits financing for- the construction of the 0 Vp 2! Workforce Housing Unit(s), and. marketing of the Workforce HOUsing Unit(s). 0 4) U) "Related Agreements"shall mean any purchase arid sale or other agreernent entered into with Mori_r,oe Count.y contemporaneously and in conjunction with this Lease. 0 "Rent" shall rnean any suni of rnon.ey due to the Lessor under this Lease for any reason..The term"Rent"as Used herein,shall not be miscoristrued as authorizing any rental use other than that descriptively authorized within the body of this lease, and shall not be M isconstrued to preclude definition and distinguishing of rent,rental rates,and other Rich terms as may be pr(.wided for in Subleases., 0 "Sublease" shall rnea.ti any combinatkni of instruments that grant, convey or otherwise transfer a. possessory use an.-id/or possessory, interest to any portion of the Dern.ised Premises,hacluding, upon 1,essor's subsequent express authorization.of rental use and rental occupancy of the Workforce Housing Unit(s), such a.uthorize(d) rental agreernent(s) with tenants or renters of a Workforce Housing Unit(s) (wh ich.maybe more particularly discussed herein or in.the Workforce Housing Restriction(s). The title or exact nomenclature used to describe such instruments may vary,to suit particular circumstances and. shall lie within Initial Lessee's reasonable discretion and still remain within the meanirig herein intended. It is intended that the term Sublease encompasses such instruments that effectuate qualified end.-user, possession, and/or use of Workforce Housing Unit develo end urn the Dernised Premises. p "Sublessee" or shall be broadly and liberally conStrUed so as to mean an individual 0 0 Workforce Housin.g Unit tenant v ho, as of the date SUch.person acquires or renews his/her in in the Workforce Housing [Jnit, and qualifies, as applicable, um ader the Workforce Housing Restriction., "Term" shall mean the Commencement Date, and continuing for ninety-nine (99) years thereafter, plus any agreed upon extension of this Lease, and unless otherwise permitted by Lessor, all Subleases and rights or interests granted thereunder shall terminate at the end of the Term.., 0 ARTICLE II Dernised Premises E Sect,io.n. 2.01. Lessor's Demise. Upon the terms and conditions hereinafter set forth, . ............. ......-------. ............. and in consideration of thepEkyinent of the Rents and the an d nd full performac ne y b .Pro the Initial Lessee of these covenants and, tb.e terms and conditions of any Related E Page 6 Of 48 M_ A AO%O% E U) :3 Agreements,to be kept arid perfort-ned by the Initial 1.,essee, the 1.,essor°does tease, let, arid 0 demise to the Initial Lessee (and perinitted. successor I....essees) and the "Initial Lessee" hereby leases from the Lessor, the following described prer nice s,situate,lying and being in Monroe COUnty', Florida.:: See atta.chedExhibit "A.." 0 0 Section 2.02 Conditions. The demise is likewise made sub ect to the�following: ........................................................................................... r_ 0 Cq). Conditions, restrictions and limitations, if any, now appearing of 0 rec 0ord; U) ' he Monroe Clounty Comprehensive Plan,fhe Monroe Cou.nty Code of Ordinances arid Mon.roe County I....and Develo merft Code and any other, applicable p govern.mental body now existing or which may hereafter exist by reason. of any legal authority durfiag tbe'Terrn of this Lease; arid 2 fg).. 'The proper performance by the 1.,essee of all of the terms and conditions co.ritained in this Lease, the Workforce HOUSir1g Restriction(s) arid Related. .A > greernents, if any. 0 ARTICLE III T .erm ....................................... e c ...................Lia ..o.......i..rern. To have and to hod.the term sed hirer n iefor a term of ninety, nine (99) years commencing on the Commencement Date, and ending ninety....nine (99) years thereafter, both dates inclusive,unless sooner terrninated.,or extended.,as hereinafter, provided (the "Termination Date"). Lessee shall be given possession on the Effective Date and the terms and conditions set forth herein shall, be binding on the parties as of the Effective Date., Lessee shall have the right to occttpy the Dernised Premises as of the Effective Date in order to allow Lessee to commence constrUction,as well as other activities retated to the development and construction of the Project-As her-ein set forth, the Fenn 0 will not cormnence until the Workforce Housirig Unit(s)is/are contpleted and.a Certificate ca of Occu ancy has been issued for said unit(s). .P SeCt''"OR 'jigg newaj,Qpj ton q. So long as Lessee is not then in default under this Lease, Lessee shall bave the option to renew this .l.,ease for an additional ninety.nine (99) year period.by providing written notice of its election to renew this I...ease to Lessor no less than three (3) months prior to'".1'ermination DateA1 he terms, conditions, arid conditions of the renewal terrn shall be the sarne as under,this 1.ease. ARTICLE TV 0 Re,n.t ................................... Section Base Rent. Lessee covenarits and agrees to pEky to I...essor E -,.. ......... 111-1-1.111.11111111 1"' - < promptly when due, without notice or demand, and without dedUction or offset, Base Rent throughout the 17errn of this I....ea.se beginning on the Cornniencernentl.)ate inthe U- E Page 7 Of 48 M- A A0%11 E U) :3 an iount of Ten .Dollars ($i.o.00) .per Lease Year or partial Lease Year., Lessee shall pay to 0 1,andlord said.Annual Base Rent upon.Commencement of the lease and on the first da of y the seco.rid month of eacli Lease Year throughout the term. of this Lease. 0 0 All an-munts payable under SectiOrl 4.w hereof, as well as all other 0 arnounts P ayable by L]Lessee to Lessor under throe m e terms of this Lease, shall be payable in, . lawful rno.tiey of the United States whi6h. shall be legal tender in P aynient of all debts and 0 . dues, pUblic and.private, at the time of pay-ment, each payment to be paid to .t....essor at the 0 4- address set forth herein or at s uch other place within the continental limits of the United 0 U) States as Lessor shall from time to time designate by notice to Lessee. Except for any incorne tax payable by the Lessor, I.,essee sliall pay any and all taxes including any local SUrcharge or other tax, on the Rent payable pursuant to thi.s .l....ease in additio.w.,i to the sums otherwise set forth herein., 0 Section 4.o3.It is intended that the Rent shall be absolutely,net to Lessor throl.1khout ...................................................... the'Term.,free of any taxes, costs, utilities,insurance expenses, liabilities, charges or otber deductions whatsoever, with res ect to the Dernise d Premises an the ownership, .P leasing, o eration, maintenance, re air, rebuilding, use or OCCUpation thereof., > p 0 p ,.S..e gti.o ti-d—.QA,,.All arnounts payable by Lessee to Lessor Linder any of the provisions of................................... this Lease, if not .paid wben. due as provided for, in this Lease, shall bear interest at the highest rate allowable under Florida law from the tir-ne they-become due until aidinfuRb p y Lessee. In addition, Lessee shall pay a late fee in the arnount of to (io) percent- of any arnount due from Lessee topessor hi6h. is not paid within to (�w) days of theayn,ient .P due date for any surns due for Rent and within thirty(3o)days for any other surns due from U) Lessee pursuant to this Lease; provided, however, such payment shall not excuse or cure :3 0 any default by Lessee under this Lease.. It is agreed by the parties hereto that .t...,essee shall. reimburse Lessorfor collection 6liarges incurred as a result of the overdue Rent which may include but shall not be limited to related attorne f ys' eins, regardless of whe-ther suit is brought. Su6h late fee shall be in addition to any interest payable by Lessee as set forth herein, frorn Lessee's failure to pa,y any Rent due liereurider. In the event that any check, 0 bank draft, order for payment, or negotiable instrument given to Lessor for ariy payment under this.I.,ease shall be dishonored for any reason whatsoever not attributable to Lessor, .1....essor shall be entitled to charge 1,essee an administrative chargefor dishonored checks pursuant to law.In addition,Lessor shall.be reirnbursed by Lessee for any,costs iricurred by .1....essor as a restilt of a payrnent instrurnent being dishonored (e.g., legal fees). ARTICLE V Non-Subordination 0 .5jection r----.01 Non Subordination. Notwithstanding anytbing to the contrary- ................. contained in this .[..ease, the fee simple interest in the Demised Premises shall not be subordinated to any leasehold mortgage,lien or encumbrance of any nature without written permission of the Lessor and Lessee. Furthermore,the Lessor's right to receivementor E pay performance under tine terms of this Lease or adherence to any of its conditions or to the Workforce Rest m~pct on(s) (or perfory.naiice under or adherence to the ternis of any Sublease E Page 8 Of 48 M--I--. M- A A 0%A E U) :3 or related instrument)shall not be subordinated to any debt or,equity financing,leasehold 0 M mortgage,lien,encurnbrance or obligation of any natuxe without written permission of the 1.essor and Lessee. 0 AR.`FIC1L.,E VI 0 Fasm.ient af`l, 1.1tilities 0 ......................................................... 2! 0 S n e c:t o 6 o 1 L e s s e s .0...........]��. Frorne E thffective Date to e Cm thom n.ecernent U) [)ate and as additional Rent dUring the Term of the Lease, the Lessee shall. pay and discharge, as they become due, promptly and before delinquency, all taxes, assessments, water and.sewer rents,rates and charges,transit taxes,charges for public utilities, excises, levies, licenses and permit fees and other governmental charges (annual ease.w.nent fee), general and special,ordinary and.extraordinary mar,unforeseen and foreseen,of arly kind and nature vVhatsoever,which at any tirne du.ring the,,rerrn of this Lease rnay be assessed,levied, 2 confirmed, im osed upon, or grow or become due arid payable out of or in res ect of, or-, > .P P becorne a.lien on,the Dernised Premises,or otherwise arise out of the revenues received by the 1.,essee from. the sale or rental of the Workforce Housing I.Jnits to Sut)lessees, or be 0 associated with any document (to which the Lessee is s a party) creatir'ig or transfe.w.-ring an interest or estate inn the 1)ernised Premises.With regard to special assessments, if the right < is given to pay either in one surn or in installin.ents, Lessee may elect either niode of payment and Lessee's election shall be binding on Lesson 0 The Lessor shall establish an operating deficit reserve account that shall be funded by 20%of the annual cash flow of the project,as determined by the atinmil audit.All payments E (0) required for operational ex enses shall made from the project operating account for the :3 .P 0 CIDBG-DR. project. If at any time the remaining balance of said. account is or will. be insufficient to meet the payables due, the Lessee shall use the r o crating deficit eserve .P account to cover all.expenditur,es..At such future time as the pro ect operating acCOUnt.has surplus cash flow, the pro ect operating deficit rese.t.we account shall be replenished in the exact amount it was reduced to cover the withdrawals made from this faccount. 0 Section 6.02 0 li b. Zations Altered., Nothing herein shall require the Lessee to pay municipal, state, or federal income taxes assessed against the I..,essor, muruci I pal, state, or federal cr pital. levy, estate, gift, succession, inheritance or transfer,taxes of the .l...,essor, or Lessor's legal re.presentative, corporate franchise taxesiniposed upon any,corporate owner of the fee of the Dernised Premises; P rovided,however,that if at any three during the terin.of . this Lease the methodsoftaxation p revailirig atth mm e coencemen of t t he term hereof shall. be altered so as to cause the whole or any part of the taxes,assessments,levies,impositions or charges now levied assessed and imposed., wholly or partially as a. capital levy, or otherwise, on the rents received therefrom., or of any tax, corporation franchise tax, assessments, levy (including, but riot hinited to any municipal, state or federal. levy), imposition or charge,or any part thereof,shall be rneasured by or based in whole or in part upon the Demised Premises and shall. be imposed upon. the Lessor, then all such taxes, assessments,levies,impositions or charges,or the p m art thereof so easured or based,sluill E be paid and discharged by the Lessee., All rebates on account of any taxes, rates, levies, charges or assessments required to be paid shall belorig to Lessee., E Page 9 Of 48 M_ A AO%C E U) Section 6 3 :3 jit. The Lessee (and any Stiblessee, as to their specific 0 interests in the Dernised Premises) shall.pay the taxes and other charges as enumerated in this Article VI and shall deliver official receipts evidencing su6h. payment to the Lessor ubl sses shallydeliver receipts as may be required by the .111.1ousing Restriction(s h payinent of taxes shall be made and the receipts delivered, atleast thirty (3o) days 4) 0 before the tax, itself, would become delinquei-it in accordance with the law then in force 0 governing the payment of such tax.or taxes. If, however, the Lessee desires ter contest the 2! validity of any tax or tax clairn, the Lessee may do so without being in default hereunder, 0 provided the I...essee gives the 1.essor notice of the Lessee's intention.to do so arid de by a furnishes 0 U) the I...essor or the a plicable men go age ncy with a bond with a surety ma p stirety company qualified to do business in the State of Florida or pays cash to a recognized escrow agent in Monroe Countyr,one and one half(i. .112.) times the amount of the tax item.or item.s intended to be contested, conditioned to pay such to or tax..items whei'i the validity thereof shall.have been determined, and i/vIfich written notice and,bond.or equivalent cash shall be given.by the Lessee to the Lessor, not later than sixty(6o) days before the tax item or items proposed to be contested would otherwise become delinquent, Section 6. Le 's Default. If the I essee shall fail.,refuse or neglect to make any of o 41-9see sImmult the ayments required.in this Article, then the Lessor may,but shall not be required to, ay p P the same Eu.-id.the amount or amounts of m.oney so paid,inch�iding reasonable attorneys'fees and expenses which might be reasonably incurred because of or in connection Vditti. such payments, together with interest on all. such amotints, at the highest rate allowed by law shall be repaid by the.l....essee to the Lessor, tipon the demand of t1i.e.l....essor,and the payment thereof may be collected or enforced by the Lessor in. the same manner as though. such arnount were an installment of Rent specifically,required by the terms of this Lease to be paid.by the.l...essee to thew Lessor,upon the day when the Lessor demands repayment thereof or, reimbursernent therefor of and. from the I...essee; but the election of the Lessor to pay such taxes shall not waive the default thus committed by the Lessee. Notwithstanding the foregoing, Lessee shall.have the right to contest an�y taxes and assessments levied against Lessee in accordance with Section 6.04, above; and provided Lessee files the appropriate doctim.entation.to contest said tax.or assessment, Lessee shall not be in default of this.l....ease 0 (:.)r obligated to pay any interest or other Penalties to Lessor. Nothing herein. shall be construed to prevent or inhibit the assessment measures and collection remedies lawfully available to any taxing authority. Section 6.o.�,,i_�Messee's .i,..)efaii1t. If a Sublessee shall.fail, refuse or neglect to make ... .......................................... any of the payments required in this Article, then then l...essor rn.a-y, but shall not be required to, pay the same, and the amount or amounts of money so paid, in.6luding reasonable attorneys' fees and expenses which might be reason.ably incurred because of or in connection with such payments,Loge therm interest on.all such amounts,fit,the highest rate allowed by law shall be repaid by the Sublessee to the Lessor, upon the demand of the Lessor, and the P ayrnent there ma of y be collecte or d. enforce b d by then Lessor in the same . manner as though such a.m.ount were an installment of Rent specifically required by the terms of this .l....ease to be.1paid by the Sublessee to the Lessor,upon the day when thel,essor E dernands repayment the or reirnbursem.ent the of and from the Sublessee; but the election of the l,essor to pay,sucl.i taxes shall not waive the default thus committed by the Sublessee. Notwithstanding the foregoing, Sublessee shall have the right to contest any U- E Page :10 Of 48 M- A AO%N- E U) :3 taxes and assessments levied against Sublessee; arid provided Sublessee files the 0 appro p riate docurnentation. to co.ritest said tax or assessment, Sublessee shall not be in default of this 1,ease or obligated to pay any interest or other penalties to Lessor. Nothing herein shall be construed to preve.w.-it or inhibit the assessinent rneasures and collection 0 remedies lawfully available to aqy taxing aUthority., 0 0 Section 6.(.)6 Proration. "The foregoing i.-iotwithstanding, the parties hereto 2! understand arid.agree that the taxes for the first year(beginning on the Effectivel)ate)and 0 the last year of the rerm shall be rorated proportionately between the Lessor and. the 0 .P U) Lessee. Sectlon, .6.,o,7,.-Ajjppjj.ser' to Resjiegt Eff a of Affordable Workforce Hous"n Restrictions., It is the intent of the parties that any a. praisal of aqy....................................-- P . portion of the Dernised Premises for taxation,public assessirient or Utility service purposes fully reflect the effect of this I,ease and the aff6rdable Workforce Restrictions on the lawfully realizable value of relevant poition(s) appraised., or where permissible by, state law, "income approa.(.,.,.h" or other method of calculation. 0 ARTICLE VII Mechanic'sIdens ......................................................................................................................... 0 Sect" 1.No 1.ien.. Neither the Lessee nor any Sublessee shall have the power to su.l-.)ject the interest, of the Lessor in the Demised Premises to any, rnechanic's or r-naterialiner-i's lien of any kind whether or riot the iniprovenients are made with the consent U) of the Lessor. In accordance with the a p plicable provisions of the F ha nic lorida.Mec 's Lien 0 .1 aw and specifically Florida Statutes, Section 713.1o, no interest of the Lessor, in the Dernised Prernises or in the underlying land shall be subject to liens for improve m.ents r-nade by[,essee,and Lessee shall.notify any contractors inn a:fie rialmen,subcontractors and other persons workirig on such improvements of this provision.Neither,the Lessee nor any Sublessee shall permit or suffer- to be filed or clah.ned against the interest of the .l...,essor in 0 CO the Demised. Premises during the continnance of this I...ea.se any lieri or clairn of any kind, and if sue h.lien be 61aimed or filed, it shall.be the dUty of the Lessee, or the SUblessee, to i4hicli the lien or claim is attrib u.table, or both, within thirty (30) days after thel essee or Sublessee shall have been given written notice of such.a 61aini, either by payment or,by the posting of bond or, by the paynient to a court of competent jurisdiction of the amount necessary to relieve and release the relevant portion of the Dernised Premises frorn sticli claims, or in alay mariner which, as a inatter of law, will result, withh.1 such period of thirty (3o)days,inn.releasing the Lessor and the title of the.l....essor from such 6lairn;and the Lessee covenants and agrees,with respect to ariylien or claim attributable to it,mrithin such etiod. p 0 of thirty (3o) d ys, so as to cause the affected portiori of theDe.w.nised. Premises and the I...essor's interest therein to be released from the legal effect.-.of such 61airri. Section , ............ . ........ ... ...jj��n. Neither the Lessee not-- any Sublessee shall perrnit or E suffer to be filed or 61airned against the interest of the Lessor in the De nised Prernises durirtg the continuance of this Lease any lien or claini. of any kind, and. if such lien be U- claimed or filed., it shall. be the duty of the Lessee, or the Sublessee, to which the lien or E Page 11 Of'48 M- A AO%'7 E clah:-.r.-i is attributable,or both,within thirty(3o)days A er the Lessee or Sublessee shall have 0 been given written notice of such as claim having bee n.filed. to cause the respective portio.t-i of the Dernised Premises to be released from such claim, either, by payment or by the posting of bond or by the payment to as court of cor-npetent ,jurisdiction of' the amount 0 L) necessaiy to relieve and release the relevant or-tion of the Demised Premises from such 0 p 0- claim, or in any other manner which, as as matter of law, will result, within such.period of r_ 0 thirty(3o)days,in releasing the Lessor and the title of the Lessor fro.w.n such claim; and the 2! Lessee covenants and agrees,with respect to any lien or clairn attributable to it withinSUCh 0 period of thirty(3o) days,,, so as to cause the affected portion of thel)emised Premises and U) the .1 essor's interest therein to be released from the legal effect of such claim. Section 7-,Qalensse;es's p�en�'aa aa�!. If the Lessee shall fail,refuse,or.w.leglect to pefform its obligations as reqi.,iired in this Article,then.the Lessor may,but shall not be required to,pay any sums required to cause the Dernised Premises and I-lie Lessor"s interest therein to be released from the legal effect..of such claim and.the arnount or amounts of rnoney,so paid, including reaso-laable attorneys' fees and expenses which might be reasonably incurred because of or in connection with such payments, together with interest on all such amounts at the highest rate allowed by law, shall be repaid by the Lessee to the Lessor, up on the 0 demand of the I....essor, and the payment thereof may be collected.or enforced by the 1,essor in the same manner as though such amount were an. installment of Rent specifically required b the tem rs of this Lease be to paid by the Lessee to the u Lessor, pon the day .Y when the Lessor demands repayme.i.it thereof or reirnbursernent therefor of and from.the Lessee; but the election of the Lessor to pay such amount shall not waive the default thus cornmitted.by the Lessee., E U) Section 7,Qg:, $Ublessee's Default. If the Sublessee shall fail, refuse, or neglect to :3 0 perform its obligations as required. h'i this Article, then the Lessor may, but shall not be required to,pay any sums required to cause the Demised Premises and the Lessor's interest therein. to be released. ftom flie legal. effect Of Such claim and the amount or amounts of money so paid, including reasonable attorneys' fees and expenses hkli might be reasonably incurred because of or in connection with su6h payinents,together with interest 0 0 on all such amounts at the highest rate allowed by law, shall.be repaid by the Sublessee to ca the Lessor, upon the demand of them essor, and the payment thereof may be collected or enforced by thel,essor in the same nianner as though sucli arnount were an installment of Rent specifically required by the to of this Lease to be paid by the Sublessee to the Lessor, upon the day when the Lessor demands re a yinent thereof or reirnb t.irsernent p therefor of and frorn the Sublessee;but the election of the I....essor to pay such amount shall U) not waive the default thus committed by the Sublessee. ARTICLE VIII Governimz. Law, Cumulative Remedies Section 8.ol Governi ...........................................................��o,L k.Y�ov e_r .n�1..a ,..All of the rights a.w.-id remedies of the resl)ective parties E relating to or arising under this instrurnent and any related documents shall be governed by and construed under the laws of the State of Florida, and the F1 IFC 1: .17A.and development agreement., E Page 12 Of 48 M_ A A0%0 E U) Section. 8.02 Curn.plativeRemedies.All rights and remedies accruing to the Lessor 0 sh.Al be assignable in whole or in part and be cumulative; that is, the 1.essor may pursue suc h. rights as the law and thisl.,ease afford to it in whatever order the Lessor desires and the law P ermits., I...essor's resort to any one remedyii-i advance of any other sha no ll t result 0 , in waiver or compromise of any other remedy. 0 0 ARTICLE IX 2!L_ 0 Indernnification o f I......e. s s o r ........... .............................. U) r c Set o i i g..,.Q...I....,Indem.n.i.fication hy I During the Term of the 1.ease,and from.the ...............Effective Date to the Commencern.ent Date during iA4iich Lessee shall. be entitled and obligated to maintain site control. of and insurance for the Dei-rAsed Premises for construction of the Workforce Housing Unit(s) Lessee shall.indemnify. , defend, and hold and save harrnless the Lessor against any and all claims, debts, demands or obligations which.maybe made against the Lessor or against the Lessor's titlein the Demised Premises, arising out of,or in coni-iection with,or in any way related.to the De'nised.PremiSeS. ,except for any claims,debts,demands,or obligations which rnay be caused by the gross negligence 0 or willful misconduct of Lessor. If it scan cis necessar for the Lessor to respon d to any Y claim,demai-id or unanticipated matter or to defend any action seeking to impose any such < liability not caused by the gross negligence or willfi.il misconduct of Lessor, the.l....essee will pay the Lessor all costs and reasonable attorneys' fees jncurreod by the Lessor fil. effecting and preparing for st.ich response or defense in addition.to any other reasonable sl.:Im.s which the Lessor may be called upon to pay by reason of the litigation,adversarial administrative proceedings, or entry of an.judgment against thellessor in any,case or matter in which such claim is asserted. 0 l....essor shall not be liable to Lessee, or to Lessee's assignees or Sublessees or their employees, agents, contractors, guests, or invitees, for any death, injury, or damage to person or property in, about or relating to theDernised. Premises. Lessee, on its and its assignees' and tb.eir successors in interests' behalves, including any future Sublessees, or 0 grantees or licensees of the .1nitial I.,essee, or any guests, invitees or tenants of any of the Ca foregoing, hereby assumes and covenants for its own ar-id their own weeptance of sole responsibility arid liability to all persons for death, in ury or damage related to or arisin 'i . 9 from the possession, ownership, occupancy and for' use of any portion of the Dernised Premises, and also, for all. such future occupants, owners, .1 essee, Sublessees, tenants, guests,invitees and licensees,waives and releases forever all clain-is,demands and.causes of action against Lessor and its officers, erriployees, agents, successors, assigri.s, contractors and representatives for loss of life or in ury to person can®property, of whatever nature., S.e,QUon 9,j. -Imsprari.ce. On the Effective Date tin.el....essee shall cause to be written and ptl t inn'lash f-brce and effect a policy can®policies of insurance as noted in Article X insuring the Lessee against any and all claims and demands made by any, person or persons whomsoever for death, injuries or damages received in connection with the possession, o era a tion and minnanc tee of the Derni.sed Prernises. JUG. such policies shall name the E .P Lessee and the lessor(and any lender holding a mortgage on the fee simple or leasehold of Nan.e Denfised Premises.),as their respective interests may appear,as the persons insured by E Page 13 Of 48 M- A AO%O% I _ I E such policies-Any policies-Any loess adjustment shall r clanire the written consent of both fhe tt:.aessonr and Basses. Secti ern . Pohl N,w nt Cha. it . .,p'The policy limits for the comprehensive liability insurance may be reviewed by Lessor every fire (5) ;years and adjusted upward., if, in the reasonable discretion caf tt:.,essoar such. increase in coverage is prawuclernt or if similar, ��°o�ect have begun to require greater insurance coverage. 0 U) f rn srnra rng.e Section:n.on oa n ron��rtt.�.�fnn an...............��..ce., rom.�a.na. .f` er the Effective Date, the lessee it keep insured any and all buildings and frnnpronvem.e n.ts upon the Demised Premises against all loess or damage by fire, flood arid. windstorryi, together r with "al.). risks" "extended � coverage," which said insurance willmaintained ininann a.rrn.oau ntt suff cie tt to prevent airy � pa in interest from beirn.g or becorni.rig a coa.....insurer on any part of the risk,whicli amount, shall not be less than the full re lanc°em.ei..ntt:cost vaalLie of the relevant lnonrtt:noarns oaftthe Dernised. Premises, and all of such Inonlfo:l s of insurance haall include the name of the Lessor as an additional.naal.insured and loess payee and.shall fully protect both the:I..Ressoar and flne l.,ess e as their respective interests may appear., In the ve nt of destruction. of buildings or frrnlnro vem netts by fire, flono d., windstorm or other, casualty for which insurance shall be pan,y"aabl.e and as often as sudh insurance rnn.oarn wy shall have been paid to the Lessor and.tt:'ne Lessee,said sums so paid shall be deposited in as joainnt account u n:tt of tthe l,essoar and the]lessee in as lbaaralo mutually designated.nraatted.by the Lessor and Lessee and located in Monroe County,and may be made available to the Lessee for the construction or re air (i n.c°laa.�lnrn any .,. modification.ratio n. to the fnrnpro vernnerntts sought by the 1, ssee and approved in. writing by the I... ssoar), as the case man be, of any lbuil. ing orlba�ull.din s claarnnaa...eol. or destroyed b fire,,, 0 flood,windstorm or other casualty for which ins uxance rnnoa near shall be quay fale rnd rrnaa be lea id out by, the Lessor and. the lessee from said joint account fronrrn tt:frnne to time on the estimate of any reliable ale architect licensed in the t tt e of Florida.officially iaally overseeing Of Banc°h 0 reconstruction and repair, certifyirn.g that the amount of such estimate is being applied to ca the payment of the reconstruction or re aafr arid atan reaasonrnaa1bl cost therefor, provided., e3 however,that the total anrrn.OUrit of money necessary for the r conrnsttrUctioarn or repair of aann.y buildirn.g or buildings destroyed or da.w.-naged has laeenr provided by the .1....essee for such � purpose and its as:Rplicanttloarn for such purpose assure .. While the fro e t, or any r plaac; rnnenttM tther oaf, is in the course of construction, and whenever appropriate hile any alterations are in the course oaf being made, the aforesaid fire and extended coverage insurance shaall. be carried by Lessee in builder's risk foarrrn written on as coax n.q lett of vaaln:r bands. In the ve n:tt of the destruction or dainage of the frrnFrov nrrernts located on the Demised Premises,ises, or any Part thereof, and as often as any- portion of said Dernised � Premises sln. 1.1 be destroyed o yed or darnaged by fire, flood, windstorm or other r c sa.n.aalty, the I...essee shall,within fifteen(15)months(oar twenty:four(24)rrnoarnttlns for as substantially toattaal .loss) froarrn the aatte of such damage or destruction, rc^buil.d aa.rn.d repair the same in such .Page 14 of 4 1"1....I�..t P' - A A9A U) manner that the buildings or improveinents so rebuilt and re aired, and the personal. :3 .P 0 pro emmrty so replaced or repaired, shall. be of the same or of a value higher than -were the buildings or im.provenients and the.personal property prior to SL16h daniage or destruction, M :3 and Lessee shall difigently prosecute the reconstruction or repairs without delay and have 0 the sarne rebuilt and read 0 yfor occupancy as soon as reasonably possible aft�er the time when 0 0 the loss or destruction. occurred. he 15month period (or twenty four(24) morith eriod I- p M 0 for a substantially total loss)for reconstruction shall be enlarged by delays caused without 2! fault or neglect.on the part of the I...essee, by act.of'God,strikes,lockouts,or other conditions 0 (other than matters of refinancing the property) beyond the Lessee's control. Notwithstandirtg the foregoing,and only with respect to insurance proceeds, the provisions of any he mortgage Substantially comporting with custornary institutional lending industry standards and the foregoing Lessor's interests sh all. control. as to the use and M :3 0 disbursement of insurance funds for reconstruction of the improvements in the event of any casualty or damage to su.ch finp rovernents,. 2 Notwithstanding anything to the contrary in the immediately preceding paragraph, in case of destruction of all of the irn ernents on the Deinised.pre.w.,nises from ariy cause prov so as to make the Workforce Housing Unit untenantable occurring during the last ten (1o) 0 years of the Term of this Lease,Lessee,if not then in default under this Lease and if there is no encumbrance on the Lessee's interest in thel)emised.Prernises, rnqy elect to terinimite < this Lease by written notice to Lessor within thirty (3o) days after the occurrei.,ice of the C destruction., In.the event of termination,there shall be no obligation on the part ofl....essee 1*0 0 restore or repair the improveinents on the Dermsed Premises,nor any right of the 11.,essee to receive any proceeds collected under any insurarwe policies cove ring the improvements.If Lessee elects not to to this Lease in the event of destruction duritig the last ten(-men) U) :3 years of this Lease, the proceeds of all ii-i.surancep covering the improvements shall be made 0 available to Lessee for repairs, and Lessee shall be obligated to repair,as set forth above. tiro Section 10.02 Commercial General Liabilit: , Insurance, The Initial Lessee shall. . ............ ......... -—----------------- " 11 1__.......... . ................................... M maintain Comrrierciifl General Liability Insurance beginning on the Effective Date and continuing durh-ig the entire 1errn. of this Lease with minimurn Innits' of $1,000,000 er p 0 occurrence. The Comni.ercial General Liability Insurance shall cover those sources of liabilit.y whidi.would be covered by the latest edition of the standard Commercial General Liability Coverage Form JS0 Form CG oo..oi] as filed for use in Me rich. with the atta6hment of restri�tive endorsements other than the elimination of medical payments and fire damage legal.liability. Gen.eral.Aggregate $1,000,0oo I[For bodily injury, ersonal inJUry, and property da.mage] .P M :3 0 Products/Completed Operations $1,o00,000 [coverage for one (r)year after:pro ect com.pletion] M Each Occurrence $.I.,000,0oo 4) E Contractual Liability $1,000,000 U_ .;j M 0 E Page 15 Of 4.8 M_ A A11A E U) Additional Nanred Insured: Lessor, or its assigns or designees, as from time to time :3 0 designated by written.notice to Lessee,shall be inch. as an additional insured and all be named as a loss payee for Commercial General .[Jabilit�y. 0 to I....essee, at I essee's expense, shall. maintain the insurance required by the Lease. 0 0 0 Section I.O.Q3-En.vironmental I'm airment ftsgngibili,N. The 1.essee and/or its 2! contractors acknowledge that the performance of this Lease is, or may be, su�ject. to 0 Federal, Staten and local laws and. regulations enacted for the purpose of protecting, 0 U) preserving or restorb-ig the environrnent.11e Lessee shall, at the sole cost of the Lessee or its contractors, be responsible for full compliai-rce with any such law's or regulations. 0 Sect oR .o Other Ins t1ra nce. Lessee shall maintain su ch other ins urane an d in . 1 io 4 such anrounts as may from time to time be reasonably required by the.Lessor against other insurable haza.rds which. at the time are commonly insured against in the case of constructiori of buildings and/oi.-,in the case of premises similarly situated,due regard being or to be given. to the location, construction, use and occupancy. In. the everit the Lessee be the Lessor's requirement for such. additional inSUrance is unreasonable the 0 reasonableness of Lessor's request shall be determined by mediation accordin to the rules 9 of, at Lessors electioi-i, the Sixteenth Judicial Circuit in Monroe County, Florida. Such detern-iinatiori. as to the requirement of coverage and the proper and reasonable limits for Such.insunince then to be carried shall be bhiding on the parties and such insurance shall be carried with the limits as thus determined un.-til.such limits shall again.be changed ptirsuant to the provisions of this Section."rhe expenses of such.determination shall be borne equally by tlie parties. Section_ Insurance roe e P e d.s _Jaint rump Account. Absent ............... circ,urnstances reasonably excused under the conditions set forth in.paragraph 14-03,in the case of the Lessee not entering into the mere nstrtiction.or repair of the building or btlildings within a period of six (6) months from the date of payment of the loss, after darnage or destruction occasioned by fire,windstorm,flood Or other cause,and diligently prosecuting 0 the same with sueh dispatch as may be necessary to coo nplete the same in as short a period of tirne as is reasonable under the circumstances after the occurrence of such darriage or destruction, the the a notint so collected, or the balance thereof remaining in the Joint account, as the case may be, shall. be paid to the Lessor and.it will be at the Lessor's option to terminate thel.,ea, se, unless termiriated by Lessee within the last ten (i.o) years of the Lease as set forth above, and retain such, amOLUA as liquidated and agree d. upon damages restilting from the failure of thel essee to promptly, within the time specified, complete stlel-i.work of reconstruction. arid repair. Section. to.o6 Proceeds P4 Prot ,yablg tau UQqj,,, If any mortgagee holding a lawful........... f mortgage lawfillly created pursuant to the provisions of.Arti.cle XV elects, in accordance with the terms of such mortgage, to require that then proceeds of any casualty insurance be held by and paid out by the mortgagee, then such payment may be made,but in sue.h event, E it shall still be Obligatory upon the Lessee to create the cornplete fUrld with the leasehold mortgagee in the:irnanner set forth in this Article to assure complete 1.myrnent for the work of reconstruction arid repair.Any mortgagee holding in.surance.proceeds shall require that U- E Page 16 Of 48 M- A A110% E such proceeds are properly t1sed to ensure repairs,but any mortgagee shall.not sae,liablefor 0 misuse of funds by Sublessee or Lessee., Sectioa, lo.f p..g 5 , I5-.Dal r , nt nk Accou nt. Any exc ess of ... ; q i Ba ........... .........--"-""-------' 0 money received frorn-insuran.ce rernairiing in thejoint bank accotint aft-er tile reconstruction. 4) 0 or repair of such building or buildings, if the Lessee is not in default, shaR be p,.,iid to the 0 I.esse,e.Absent circurnstances reasonably excused under the conditions set forth in Section 2! L- �14-03,in.the case of the Lessee not entering into the reconstruction or,repair of the building 0 or buildings within. an period of six (6) m.onths from the date of payment of the loss, after dainage or destruction occasioned by fire, windstorm, flood.or other,cause, and diligently prosecuting the same with such dispatch as rnay be necessary to coinplete the same ill as short.an period of tir nee as is reasonal.-Ae under the cirCUrnstances after the occurrence of suc h. damage or destruction.., then the arnount so collected, or the balance thereof remailih-ig il-i the joint account,as the case may-be,shall.be paid to th.e.l....essor and it will.be at the Lessor's option to terminate the I....ease,unless terminated by.f...,essee within the last ten(1o)years of the Lease as set forth. above, and retain such aniou-Irlt as liquidated and agreed. upon dainages resulting from. the failure of the Lessee to promptly, within, the thne specified, complete such or of re colistruc.tion and. repair. 0 Sectioajo.o8 Direct ayineW. The foregoing notwitlistandii.-ig, in the evelit the................... ................ - insurance proceeds are the surn of one hundred thousand dollars ($1oo,000.00) or,less, then sucll.proceeds shall be paid directly to the.Lessee without the necessity of creating the joint bank account, and .Lessee shall use such funds to make the re placein.ents or repairs. Lessee shall provide proof satisfactory to Lessor that repairs are completed as reqUired within fifteen C115.) months from.the date of such damage or destruction,tinless said period is enlarged by,delays caused without faUlt or neglect on. the part of thel essee., Section nub,, ,Qg�r�Requirern mts.All insurn ace to be provided L by. esse u e nder Ie .. ........ this . ase shall.be effected under valid and enforceal.)le policies in such forms, issued by insurers of recognized financial res onsibilityqualifiedto do business in Florid.an hic whhave .P been approved by Lessor-All policies of insurance provided for in this Article shall, to the 0 extent obtainable,contain clatIses or endorsernents to tile effect that(i)no act or negligence M ofl...essee or anyone acting for Lessee or for any Stiblessee or OCCLIparit of the Deraised Premises wl-dch might otherwise result in a forfeiture of such insurance or any-part thereof shall in any way,affect the validity or enforceability of stIch insurance insofar as.[,essor,and that GO such policy of insurance shall not be (..ha.nged or cancelled without at least thirty (3o) days written notice to the Lessor, and that (iii) the Lessor shall not finer liable:for any premiums thereon or subject to any assessments thereunder. Section............i.o.10 Subseq t�. sas lessees and. Grantees. U at ............................... ...... n S ub Notwithstanding anything contained herein to the contrary, if applicable, in the event an atithorized Association chooses not to obtaillinsuxance coverage to protect against loss Or dal-.nage by fire, flood and windstorm for the individual Workft.)rce Housing Units and the ref'ore does not charge the SUblessees for said.coverage as part.of the Association fees to E be paid.by the individtial Unit Owners (if this project is expressly authorized as a borne- ownership prqject.); then, in such. event Sublessees shall secure the above-described insurance coverage for the individual Workforce Housing Units,.Therefore,.I.,essor shall be E Page 17 Of 48 M- A AIIII entitled to require replacernent cost, and other customary and reasonable insurance 0 M coverage(s) at least but only to the full replacenient value of any Sublessees' and/or any governing Association's insurable interest in the Dernised Premises., Any Parties who M subsequerit-lybecor-iieholdei'sofan title or possessory interest to a.portion of the Dernised 0 y L) Premises, shall upon request provide, in a form satisfactory to Lessor, proof of custoniary 4) 0 and. reasonable insurance adequate and sufficient to cover and prote(.A. all interests of the M 0 Lessor as set forth in this . .ificle X, at least to the extent arid valUe of that SUbsequent 2! interest holder's inst.trable interest. The saine or, sirnilar procedures for the use and 0 application of insurance proceeds as set forth above may be required for subsequent interest holders and, the same rerneffies available to Lessor for Initial 1,essee's failure to comply with su.ch insurance requ.irerrients shall be available to 1.,essor with respect to any M future interest holders.Future interest holders(including all Sublessees)shall narnel.,essor :3 0 as an additional insured and as a loss payee on any required insurance policies. Section i.o i.j. Additional Insured and Loss Pra. ee. Lessor shall be rtarned as an............................................... additional inst.ired and as a loss Payee on all policies issued to satisfy the above rec uirernents of Article K 0 AR".17ICLEXI Insurance Prerniunis 0 Section i.t.oi. Insu.rance Premiurn.s. "I'lie Lessee shall pay premiurns for all of the insurance policies vVhi6h the Lessee is obligated to carry under the terms of this Lease . 1n the event .l.,essee fails to obtain and pay for the necessary insu.rance, I..,essor shall have the right, but not the obligation,lAdthout notice to Lessee,to procure such insurance and/or pay the premituns of such insurance,in wfri6h case Lessee shall repay Lessor firunediately upoil. demand by 1.,essor as additional Rent. The Lessor shall have the same rights and remedies with respect to procurerneiit Of Such insurance and/or payment of such insurance M prerniunis in the event a. future subsequ.ent partial interest holder (e.g., Sublessee, Association (if applicable)) fails to obtain and pay for the necessary insurance. 0 M ARTICLE XII M As-s il;n�nient�Transfer .......................................... Section 12,.,o1.AsSjZ. wn.je.nt by , Initial 111gssee. Without, the written consent of Lessor, Initial I ssee shall. not assign or sublet any portion of the Dernised Preinises, or cliange rnanagement of the Dernised Premises, except as otherwise expressly provided herein. Notwithstanding the foregoing, !.,essoii.• acknowledges and. agrees that the affordable M Work-force Housing Unit(s) is/are to be developed as a unit(s) for worl"force-housing. 0- Any .Lessor.authorized assignment or sublet, must contain the provisions for the Workforce Hous ing Restriction set forth as forth in this 1..ease M. 4) E Section 1.2.021nitial I...essee Initial Affordable Workforce Housing Rental. Initial .......................................... ......_- ............ ....................................., E Lessee shall be authorized to rent the Workforce Housing Unit to individuals qualified to M 0 E Page 18 Of 48 M- A A11A U) :3 rent the Workforce Housing Unit and subject to all other CD.BG-1)Rprograni.requirements. 0 Notwithstanding anything contained herein to the contrary,all Sublessees and occupants of such Workforce Hotising Unit(s)shall m.eet the requirements under the Workforce Housing Restriction(s)and all.other CDBG-.1.)Ik program.requirements, adjusted for family size,and 0 any other applicable workforce housing restrictions. Initial Lessee shall upon Lessor's 0 I- request provide verification in the sam.e.form and manner as required by the FH..F'(.,' on an r_ 0 annual. basis that sublessees and tenants for the Workforce Housing Unit meet and satisfy the requirements herein. 0 U) Sectin,12,o . %3 M ........ ........... ......... ansf y_ln"e"s"s"ee.At sticli tinie as any.l...essee desires to sell or otherwise transfer their interests in the Workforce Housing Unit,and(if applicable) where Lessor, subsequent to the effective date of this Lease, expressly and in writing conseifts to the assignment, rental, rei.-ital. use, rental occupancy, or subletting of the Workforce Housing Unit(s or interests, such Lessee shall. be required to follow the procedures set forth herein and any procedure that may be set forth in the Workforce 2 .Housing Restriction(s), and any conveyance, transfer or other disposition and the acceptance of such tran.sfers shall be automatically deemed an.agreement to the conditions set forth herein. 0 Section.,12.04 .R., pired Notice of Restrictions.Any conveyance,lease, assignment ,eq-—---------------- grant or other disP n ositio of any interest made with respect to any portioii.of the Dmi esed . Premises,including but not limited to any recorded.governing documents,shall contain the following required Notice of Restrictions in.a conspicuous location on the upper one-half of the first page of the relevant instrument effectuating the interest in bold cap ital. typed. letters greater than or equal to 14-Point font: 0 NOTICE OF imsmicriONS .................................. .ANY INSTRLTMENTOF CONVEYANCE" .1.1EASE ASSIG NMENT, GRANT OR OT11ER DISPOSITION OF ANY INTEREST IN OR TO ANY PORTION OF THE DEMISED PREMISES OR TO ANY IMPROVEMENTS E.R.EcrED 0 T11EREON WILL BE SUBJEcTTO CERTAINRE STRICTIONS INCLUDING BUT NOT LIMI"rED"rO RIGHTS OF FIRST REFUSAL,XJSE,OCCI.JPANCY,INCOME, MEANS, RESALE PRICE, RENTAL AND MORTGAGE LimiTATiONS, INCL(JDING BIJT NOT Limi'TED TO rHOSE SET FORm IN OFFICIAL RECORDS BOOK PAGE _ OF T11EPUBLIC RECORDS OF MONROE CO"wiT, FLORIDA. U) "rbe book and page numbers of the first recorded page of this Lease aiid the first recorded page of any other recorded documents affecting the respective portion of the [)enaised Premises shall be set forth in the Notice of Restrictions. Any instrument of conveyance, lease, assignment or other disposition made without following the notice procedures set forth herein shall. be void and confer no rights upon any third-person, though such ins truments may in some cases be validated by fully correcting them according E to procedures established by Lessor, as detennined in Less(�:)r's sole discretkn-'i, so as to ensure compliance with the public affordability purposes furthered by this Lease and the Workforce .HOL]sing Restriction(s). U- E Page 19 Of 48 M- A A11V E U) :3 .Any rental agreement shall contain the following warning promineritly set forth in 0 writing: ......................... BY S.IGINING TinS REN'"IrAl.,AGREEMEN't THETENAN'T AC.'R.EE..ST11.AT 0 UPON SURRENDER 0R.AB.AN1)ONM.1;j'NT', AJS DEFINED BYC1LXV1'ER 83 1 0 F1,0R11)A. STATLrrE.S THE LESSOR, SHAIJ., NOT BE IJABIX OR 0 RESPONSIBLE FOR STORAGE OR. insposiTioN OF THE I.,ESSEE'S 2! P1,-,1VS0'NA1,PROPERTY. 0 0 U) Secti n 1,2.0"- Qbtainin. �Cuqalifieldlrenajits. If Lessee carrnot find a. suitable sub.- ...................................9........... .....:1........ ..... lessee or qualified tenant for the Workforce Housing[Jnit(s),Lessee shall notify Lessor who may provide Lessee with a qualified person. 0 Section 12.o6 Assignment by' . g . . rhis Lease shall be freely assignable by the Lessor, and upon such assigninent, the Lessor's liability shall. cease and .l...,essor slia ll. be released from any further liability. In the eve it the ownership of the land comprising the Leased Premises is conveyed or trartsferred(whether voluntarily or involuntarily)by Lessor to any other person or entity, this Lease shall not cease, but shall remain binding and 0 unaffected. ARTICLE XIII 0 Condemnation Secljon, inent Dolrnain* Cancellation.If,at any time during the continuance ""I-------------- � ),I. ....... .- —1- 1-10 "I' 11 U) of this 1,ease, the Dernised Premises or any portion thereof is taken, amp pro riated. or :3 p 0 condem.ried by reason.of eminent domain,there shall be such division of the proceeds and awards in such coridenin.ation proceedings and such abatement of the Rent and other' adjustments made as shall beJust and equitable under the circumstances.If the.l...,essor and the Lessee are unable to agree u..P on what divisio n, annual ahatern he ent of Rent or other adjustments as are Kunst and equitable, within thirty (3o) days after such award has been 0 made, then. the matter's in dispute shall be determined in accordance with mediation. ca according to the rules of the 1.6thJudicial Circuit in Monroe County. Such determination made by the mediation shall. be binding on the parties. If the legal title to the entire Demised Premises be wholly taken by condemnation, the Lease shall be cancelled., Secti nj ..02.Ap.p 0 . i.ent.,AlthOUgh the title to the building and improvements...................................9.......... a........................ .... ...........n...n. ................................ .............. place by the Lessee upon the Demised Premises will on the Termination Date remain with andjor pass to the Lessor,nevertheless,for pur ose of condemnation,the e dprivation of the p Lessee's use (arid any u.se of an Sublessee) of such buildings and ir.n.provements shall., 0 together with. the Term. of the Lease remaining, be an. it ern. of damage in determirfing the P m ortion, of tbe condenation award to which thel...essee is entitled. In. general, it is the . intent of this Section that, upn o condemnation, the parties hereto shall. share in. their awards to the extent that their interests, respectively, are depreciated., damaged, or E destroyed by the exercise of the right of erninent dorn.ain. In this connection, if the e,ondenination is total.,the parties agree that the condemnation award shall.be allocated so that the then value of the proP eri:.y, as thou gh it- were unimproved property, shall be LL . E Page 20 Of 48 E U) :3 allocated to the Lessor, and the then value of the building or buildings thereon all be 0 M allocated between the Lessor and. Lessee after giving due consideration to the nwnber of years remaining in the Terin of this I.,ease and the condition of the buildings at the time of condemnation. 0 0 ARTICLE XIV 0 2! Construction, I- .......................................................................... 0 Section I.d�.cn. .Requi=e n t..........t o..............C onstruct. Proiert. Lessee shall commerice construction of the Workforce HOUSilIg Units on the cornmencenaent date of this lease-All improvements depicted on the attached Exhibits shall be completed.. All improven.-Ii.ents shall be made with the required and appropriate building permits and to the standards of the Florida Btfilding (rude. The foregoing lirnitation of time fin-- the cor.rimencement or completion of the Pro ect rna�y be extended m between by written agreeent betw the j parties heretun. Lessee is res ow.-isible f6r all environmental re.niediation on the p 0 Property and in the building(s)situated thereon using approp riately licensed contractors,whether disclosed in the environmental site assessment, if any, < prepared.for the Property,or not disclosed,whether knowri.or unknown,now or in the future. Lessee specifically agrees that th.e indernnificatiinn provisions of this].ease extend to and a ply to this provision. p During the course of construction of the subject Pr oj ect, I....essee shall pro vide to the I.,essor writte.ti status reports on said pro eel, upon recuest by the 'i 1 1. Lessor.The Lessor and.Lessee,ari.d the Lessee's agents and contractors,shall allow and, permit reasonable access to, and inspectiori. of, all. docui.,nents, papers, letters, or other materials in their possession or° under, their control where su6h records are subject to public disclosure under the provisions of Chapter i.ig, Florida Statutes, or successor or sump plemental statutes. 0 0 I...essee(s) (bt.tt not individual sub-lessees) shall maintain all, records directly Ca pertinent to performance under this lease in as with Chapter 1.n.q, F.S., and in accordance with generally accepted, accounting principles cons iste.w.-itly applied. The County Clerk, State.Auditor, or a designee of said officials U) 17he County Clerk, State AUditor, or a designee of said officials or of the I....essor, shalt, during the terin of this Agreement and. for a period. of five (5) years frum the date oft rnm i ationn of this Agreemerlt,have access to and the right to examine and audit any Records of thel,essee involving transactions related to this Agreement. Cdl The Project shall be constructed in accordance with the requirements of all laws, ordinances, codes, orders, rules and regulations of all governmental E entities havingjt.nrisdiction over the Project. The Lessee all ap ly for and p rosecute, with reasonable dill gen ce, all U- E Page 21 Of 48 M- A AII-7 U) n.ecessary ap rovals, permits and licenses required by applicable :3 p 0 govert nrriental authorities for the construction,develop rrient,zoning,use and occupaticni of the subject project.Nothing ii-i this lease is intended to or shall M be construed to obviate or lessen any requirements for customary 0 development approvals frorn.any permitting authority,including thel..,essor's. 0 I- Nothing in this lease shall be construed as.Lessor's delegation or abdication of M 0 its zoning or comprehensive planning authority,or powers and no zoning or 2! comprehensive planning approval that Lessee may require to coin fete its %- .P 0 performance under this ].ease has been or shall be deemed agreed. to, 4) U) p romised for, or,contracted for, under this lease., M ("on.strUction of theta Project on the Dernised Premises prior to and during the :3 0 Term of this Lease shail be performed in a good. and workmanlike manner, p ursuant to written contracts with licensed contractors and in accordance with any arid all requirements of local ordinances and with all rules, 2 regulations and requirernents of all departments, boards, officials and authorities havirig,jurisdicti.non thereof., It is understood and agreed that the plans and. specifications for all cons truction. shall be prepared by duly 0 qualified architects/engirieers licensed in the State of Florida., (g) At all times and for all purposes hereunder, the Lessee is an independent con tractor/lessee and is not an employee of Lessor or any of Lessor's agencies or departments. No staternent in this lease shall be construed to firid the Lessee or any of its employees, contractors, servants, or agents to be em.ployees of the Lessor, and they, shall be entitled to none of the rights, privileges or benefits of County employees. No covenant or agreement contained herein shall be deerried to be a coveriant or agreement of any member, officer, agent, or employee of the County or of the Lessee in his or, her individual capacity, and no inernber, officer, agent, or er-riployee of the County or of the lessee shall. be liable personally in any way lain connection with, arising out of, or related to this lease or be sub ect to any personal 0 liability or accountability by reason of this lease's execution. Initial Lessee agrees that it will not discriminate against any employees, M applicants for ernp loyment, p rospective Sublessees or other prospective future subinterest holders or against persons for any other benefit or service under this.l...,ease because of their race,color,religion,sex,sexual.orientation, national origin, or hysical or inental handica where the handicap does not p P affect the abilityof an individua.1to perform inn a P n ositioof em ployment,and . to abide by all fe deral. and state laws re earth ng.w.,ion..discrftniriation. M :3 0 Lessee shall be entitled during the full terni of this Lease to make alterations to tbe.Dernised Prernises in accordance with the requirements set forth in the M eight sub. paragraphs immediately above(i.e.,sub-Paragraphs(a.) through.(i), 0 E ft-iclusive). U- t p,QaJ,Qn, .The Lessor or its duly appointed agents M 0 E .Page 22 Of 48 M- A A110 E shaIl have the right,,at all reasonable times upon thefurnishing of reasonable notice under 0 the circurnstances (except in an emergency, when no notice shall be necessary), to enter M upon the common area of the Leased Premises to examine an.d inspect said area. to the extent that such access and inspection are reasonably'Justified. to protect and fu.Y.-ther the 0 Lessor's continuing h.-iterest in the Dernised Premises,as determined inn.l...essor's reasonable 0 I- disc retion. Lessor's designees,for purposes of this A.tide:and Sectio.i.1 14,02, shall include r_ 0 city, county or State code or building i.i.ispectors, and the like, withOUtlimitation. Initial 2! Lessees hall ermit bUilding and code inspectors' access custornary to the performance of %- p 0 their dtities related ten.prqjects of the nature contemplated herein, said notice requirement's notwithstanding. 1.4 Forced Dplay-i ......ri erforinance., Notwithstanding any other, provision s of this ..... Lease to the contrar the Initial Lessee no be shall t deen-ied to be in defau unde It r, this 0 ,y, Lease NAffiere delay in the construction or performance of the obligations in-i.posed by,this Lease are caused by war,revolution,labor strikes,lockouts,riots,floods,,earthquakes,fires, 2 ca sun ilties, acts of God, labor disputes, governmental restrictions, embargoes, litigation. (excluding litigation between the Lessor and. the Initial. Lessee), tornadoes, hurricanes, tropic�.d storms or other severe weather events, or inability to obtain or, secure necessary 0 labor, materials or tools, delays of any contractor, subcontractor, or supplier, or t.inreasonable a(.,,-ts or failures to act by the Lessor, or any other causes beyond the reasonable control of the Initial Lessee, except financing delays or delays caused by economic conditions., The time of performance hereunder simll be extended.for the period. of any forced delay or delays caused or resulting from any of the foregoing causes., E_ameij..as ! ., Lessee shall, be au thorized to grant reasonable and necessary _ easernents for access and utilities ct.tstom.ary for sirnilar land uses and construction projects in Monroe County subject to Lessor's attorney's review and approval for substance and ft)rm of easement instruments.Notwithstanding the foregoirig,Lessor shall.not be obligated to execute any contracts or easements for,utilities, ARTICLE XV 0 .6 MmpOA&a ye Section j.,Q.A nandn_ Initial L.essee. Initial. Lessee e t shall. maven right to -By....................................... .............. mortgage its interests in the Dernised Premises. (a) The Lessee shall have the right to encumber by mortgage or other proper instrument I..,essee's interest under this Lease, such as buildings and im drove ment s . placed by Lessee on the Dernised Prernises, a Federal or State Savings&Loan Association., Bank ens Trust:Cornparry,Insurance Company,Pension Fun.d or Trust(or to another private lender so long as the terms and conditions of the financing from Private lender are on substantially similar to rnis to those then existing by the other lenders referred to in this Section),or to similar lending institutions authorized to.tnake leasehold rn(:,)rtgage loans in the State of Florida, or to any public or quasi pUblic lerider. E (b) Until the time an lea.sehold mortgage(s) shall.be satisfied of record., Y when giving notice to the Lessee with respect to any defau.1t under the provisio.was of this U- E Page 23 Of 48 E U) Lease, the I...essor sh,.,tll. also serve as coney of sti6h notice upon the I...essee's leaseh(�Ad :3 0 mortgagee(s) at addresses for notice set forth in. the mortgage instrument(s (incluffing assignments thereof) as recorded in the Official lZecords of Monroe County, Florida.. No such.notice to thellessee shall be deemed to have been given unless as copy of such notice 0 0 has been mailed to such leasehold niortgagee(s), which notice must specify the nature of 0 0 each stl6h. default. I..essee shall. provideLessor with written notice of the book and. page 0 number of the Official Records of Monroe County, Florida for each mortgage by which it 2! I- enctimbers the Dernised Prernises, including modifications and.assignments thereof, 0 0 U) (c) In case the Initial. Lessee shall default under any of the provisions of this Lease, the Initial Lessee"s leasehold mortgagee(s) shall have the right to cure such defill.111 va hetlier the same consists of the failure to pa�y Rent or (he failure to perforin any other matter or thing which the Initiill,essee is require d. to do or perform and the Lessor shall accept such performance on the part of(lie leasehold mortgagee(s asthough they sarne had been done or performed by the Initial I...essee. rhe leasehold mortgagee(s), upon the 2 date of mailing by Lessor of the notice referred to in subparagraph(b of this Sect' 101115.,01 shall have, in addition to any period of grace extended to they.11[m tial..I..,essee tin.der the terms and coriditions of this.11ease for an nori-irn.onetary delault, an period.of sbdy(6o) days within 0 which to cure any rwn-rnoi-i.etary defatilt or cause the same to be ctire d or to commence to cure such default with diligence and continuity;provided.,Itowever, that as to any default of the Initial Lessee for failure to pay Rent, or failure to pay any aniount otherwise required under the terms o(this Lea3se,"(e.g.,including, Nit not limite(.1 to, taxes or assessments), the leasehold.rnortgagee(s shall.have thirty(3o) days from the date the notice of default was mailed to the mount angle within.whi6h. to cure such default. (d) In the event of the termination of this Lease with Initial. Lessee for defaults described in this Articl.e .X.V, or of any succeeding I...ease made purstiant to the provisions of this Section 15.01.(d.)prior to the cure provisions set forth in Section. i.5.w.(c) above, the .1 essor will enter, into as new Lease of the Dernised Premises with the Initial Lessee's leasehold mortgagee(s), or, at the request of such. leasehold mortg au.gee(s), to as corporation or other legal entity formed by or on he of such leasehold rriortgagee(s) or 0 by or on behalf of the holder of the note see tired by the leasehold mortgage, for the remaii-ider of the terrn, effective on the date of such termination., at the Rent and upon the covenants, agreernents,terms,provisions and.limitations containe d.in this Lease,provided that such leasehold rnortgagee(s) make written reqLiest and execute, acknowledge and deliver to the Lessor such new, I...ease within thirty (3o) days from the date of such termin.atiori and SUCh.written request and such new Lease is accom. anied by payinent to p the Lessor of all amounts then due to the Lessor, in reasonable counsel fees, court costs and disbursements incurred by the Lessor in connection with any such default and termination as well. as in connection with the execution, delivery and recordation of such new Lease,less the net income collected by thellessor subsequeritto the date of termination of this I...ease and prior to the execution and. delivery of the i-iew .1..ease, and any excess of su6h net income over the aforesaid surns and expenses to be applied in.payment of they Rent the be due under such new,Lease., E .Any new Lease referred to in this Section 1.5.01(d) shall not require any execution:, acknowledgement or delivery by the [...essor in order to become effective as U- E Page 24 Of 48 M- A A AA E U) :3 against the 1.essee(or any Sublessees)and the Lessee(and any Sublessees)shalt be deemed 0 to have executed., a6knowtedged and delivered any such new Lease immediately upon receipt by the 1.essor; arid su.6h new Lease shall. be accompanied by f paynient to the Lessor of all. amounts then due to the Lessor of which the leasehold mortgagee(s) shall 0 0 theretofore have received written notice; and an agreement by the leasehold 0 0 I- niortgagee(s) to pay all other arnounts then due to the Lessor of whi6h the teasehold r_ 0 mortgagee(s) shall, not theretofore have received written notice. In addition,immediately 2! upon receipt by thel....essor su(.1 new.f...,ease,as provided in this Section 15.ol(d), the Lessor, 0 where appropriate to the circumstances, s. all be deenied to have executed, acknowted.ged 0 U) and delivered to the leasehold. nwrtgagee(s) an assignment of all Subleases covering the Dernised Premises which.theretofore may suave been assigned and transferred to the Lessor and all Subleases Linder which Sublessees shall be required to ttorn to the Lessor pursuant to the terms and.conditions of such Subleases or this Lease,, Su.ch assignment by the Lessor shall be deemed to be without recourse as against the Lessor. Within ten (1o) days after a. written reqUest therefore by the leasehold.niortgagee(s), such assignment or assignments shall be reduced to a writing in recordable form and executed,acknowl edged and delivered bY the Lessor to the leaseh m old. ortgagee(s). . (e) 1'he l.essee's leas ehold.mortgagee(s)may become the legal owner and. holder of this.Lease by foreclosure of its(their' m(:)r-,tgage(s)orasar.-,esu.Itoft.lieassignn,ient oft]hens lease in lieu offore6losure,vVhich shall not requ.ire l.essor's consent,whereupon such leasehold i.nortgagee(s) shall irnmediatel become an m d reain bl liae under this .l...ease as 'Y provided in Section 15.aiff)below,, (f) In the event that a leasehold.inortgagee(s) shall becorne the owner or I holder of the [,essee's interest by foreclosure of its (their) niortgage(s)or by assignment of this lease in lieu. of foreclosure or otherwise, all terms used herein to refer to the 1,esseein this lease, means only the owner ortiolder of this signatory Lessee"s interest for the time period that such leasehold mortgagee(s)is(are)the owner or holder of the Lessee's interest. Accor-dingly, in the event of a sale, assignrnent, or other disposition of the Initial Lessee's interest in this I...easeb tli.el.easel.i.old.rno.rtgagee(s),v�.her,eleaseholdn,ioit.ga.gee(s)t-ooki-i.t,].e 0 Y 0 or ownership of or to any or all of the Initial Lessee"s interest in the 1.ease and./or any Ca 0 portion of the Demised Prernises as a result of fore6losure or acceptance of an assignment in lieu. thereof, it shall. be deemed and co.w.,i.strued, without further agreement between the Lessor arid the rriortgagee(s),or between the.l.,essor,the ii-nortgagee(s)and the niortgagees' purchaser(s)or assignee(s) at any su ch.sale or upon assignment of Initial Lessee's interest by the leaselmld mortgagee(s), that the mortgagee(s), pur6haser(s), or assignee(s) of the Initial 1.essee's interest has/h.ave assumed and agreed. to carry out any arid. all covenarits and obligations of Initial Lessee u conternp latedher n n eiri.In event shall anything nderthis Lease be construed to err.nit eventual use of' the Dernised Prernises for urposes p P inconsistent with this Lease or the Workforce Housing Restriction(s). (g) Refererice in this Lease to the Initial Lessee's leasehold.r-nortgagee(s) shall be deemed to refer where circumstances require to the leasehold. inortga.gee(s) s E ass ignee(s); provided that such assignee(s)shall record.proper assignmerit instru.i.-nents in the Official Records of Monroe (..ounty, Florida, together with written riotice setting forth. the name and address of the assignee(s). U- E Page 25 Of 48 M- A AAA E (h) Reference in this Lease to acq:uisition of the Initial Lessee's interests in 0 this Lease by the leasehold. mortgagee(s) shall. be deemed to refer, where circumstari(.:,,es require, to acquisition of the Initiallessee's interest in this Lease by any.purchaser at a,sale of foreclosure by, the leasehold mortgagee(s) and. provisions applicable to the leasebold 0 0 rnortgagee(s)iri,such instance or instances shall also be applicableto any Sump:hpuma has er(s). 0 0 0 G) So to as thel...essee's interest in this 1..ease shall. be mortgaged to a 2! leasehold.in.o.rtgagee(s),the parties agree that theyshall.not surrenderoracce ta.surrender %- p 0 of this Lease or any part of it, nor shall they cancel., abridge or otherwise modify this Lease U) or accept material preP kyrnents of installments of Rent to become dt.le without the prior wrAteri. consent of such inortgagee(s) in each instance. 0 (j) So long as the I nitial I.,essee's interestin this Lease shall.be mu rtgaged. to a.leaseh al.d.m.ortgagee(s),the parties are that the Lessor shall not sell,grant or convey to the Initial 1,essee all. or any portion of the I....essor's fee simple title to the Dernised 2 Premises without the prior written conserit of such leasehold mortgagee(s). In the event of any such sale, grant or conveyance by the Lessor to thelnithd Lessee, the Lessor and the 1.essee agree that no such sale,grant or conveyance shall create a merger of this 1..ease into a. 0 fee simple title to the Demised Premises., This subparagrap h 0) shall not be construed to prevent a sale, grant or conveyance of the I....essor's fee simple title by the Lessor to any person, firm or corp n oratio other than the Initial. 1..essee, its Su ccssors, l egal represeritatives and assigns, so long as this Lease is not terminated.., (k) If applicable, in.con unction and contemporaneously with the sale or tratisfer of each Workforce Housing Unit,leasehold i.,nortgagee(s)sliall.rriake arrangement" U) to ensure the release of any and all ap licable portions of its ( er) niorage(s) on the :3 0 entire Demised Premises so as to grant clear thi tg ear title to the Sublessee. The details and release payment requirements shall remain within the reasonable bUsiness discretion of the Initial I.essee and the leaseb.old mortgagee(s). (1) I....essor shall be entitled, in the event of any of the foregoing 0 circm.nstances or events set forth in this Paragraph 15.01, to elect to deal primarily or, Ca exclusively with a. mortgagee whose position is primary or in first order, of priority with res ect to foreclosable interests or rights according to the laws of the State of Florida or as P contractually are b. andarnonginulti lemortgagees, where thereareuch, ARTICLE XVI Section 16.ol Notice of Default. 1,essee shall not be deemed to be irl. default under . .......... 1.-1-11-1-1............... this Lease in the payment of'Rent or the p n ayment of any other moies as herein requi I red unless Lessor shall first give to Lessee and. any mortgagees ten (:i..o) days written notice of such default and I...essee or any other party on its behalf fails to cure such de tau tt within ten (m) days of vern. .able receipt of aid notice. E Except as to the provisions or events referred to in the.preceding paragraph of this U- E .Page 26 Of 48 M- A A AO% E U) :3 Section,Lessee and Mortgagees shall n.ot be deerned to be in default under thisI ease unless 0 Lessor shall first give to Lessee and Mortgagees thirty (3o) d,,iys written notice of such default, and I...essee fails to cure such default within the immediate thirty (3o) day period 0 thereafter, or, if the default is of such a nature that it cannot be cuxed within thirty (30) days,Lessee fails to commence to cure such default within SUCII,period of thirty(3o)days or 0 fails thereafter to proceed to the CUring of such default with all possible diligence.. 0 Mortgagees shall be entitled to cure Lessee defaults on the same terms arid conditions as 2! the Lessee., I- 0 0 U) Regardless of the notice and cure eriods provided herei.ri in the event that more p I ra p id action is required to an y ny right, or interest of the Lessor in the .Der nised Prernises due to any detrime.tital event or,occurren.ce(stich as,but not limited to,pZkyrnent of insurance premiums,actions to prevent construction orjudgment lien foreclosures or tax sales), then the Lessor is e.ra owered to take such a n ctio and to request reirnburserrient or p restoration froin the Lessee as appropriate. Lessee shall coinP ly with all m ters arid conditions set for-th iri, the Lease. I...essee . hereby acknovd.edges that a default of the lease shall be considered as default hereLH.1der., 0 0. Lessee hereby inden-inifies and holds Lessor harmless in regard to any of the fees, costs, 0. expenses,payments and liabilities related to this lease. In the event the lease is terminated. < due to Lessee's failure to comply with the terms of the lease, .1 essee shall indernnify and, hold 1,essor harnfless for any costs or expenses incurred by Lessor to obtain approval of a 0 new lease, or any darnages resulting frorn termination of said lease,, Section 1.6.,02 Default. In. the event of any material breach of this Lease by I....essee, and after the necessary notice arid cure opportunity provided to Initial Lessee and other parties, Lessor shall have the immediate rikht to terminate t1lis Lease as permitted by applicable law. In any actiori by Lessor asserting a. violation of the Workforce Housing Restriction(s), Lessee shall. have the burden of proof with resp o ea ect tam such mtt ahem. 'Termination of the Lease, under such circurnstances, shall constitute effective, fUll and immediate conveyance and assignment to T....essor of all of the Den,iised Premises, 0 improvements and materials and,redevelopment rights to and associated with the Dernised Ca Premises and the Project. FU rthermore, in the event of any breach of this Lease by Lessee, Lessor, in addition to the other rights or remedies it may have, shall have the immediate right of re .entry (as may be lawfully conditioned per application of'Cllhapter 83, Florida StatUtes,as amended)and may remove all persoris and personal property fTom the affected portions of the Deri-iised Premises., Su.ch property may be removed and. stored in a public warehouse or elsewhere at the cost of and for the account of' Lessee, or were h statutory aban men oru dontn6laim ro p.ed. erty law permits,disp n osed of in any reasoable m n aner by p Lessor withOLIt liability or any accounting therefore. Included in this right of reentry,and sub ect to Initial Lessee's rights,if any-,shall be any instance wherein a SUblessee renounces the Lease or a.Sublease or abandons all or,any portion of the Demised Premises,in,which case Lessor may,at its option,in an.appropriate E case and subject to any rights of a mortgage holder, obtain possession of the abandoned property in any manner allowed or provided by law, and may,, at its option., re-let the repossessed property for the whole or any part of the then unexpired term, receive and U- E Page 27 Of 48 M- A A All collect all Rent payable by virtue of such reletting, and. hold Sublessee liable for any difference betweei'i the Rent that Would have been payable tinder this Lease and the net Rent for stich.1period realized by I...essor, by means of SUch reletting, I-lowever, suchl....essor rights shall not abrogate a mortgagee's rights to the extent those rights do not conflict with 0 or injure Lessor's interests as established tinder this Lease. Personal property left on the 0 premises by a Sublessee maybe stored, sold., or disP osed of by.Lessor, and Lessor accepts . no responsibility other than thatirnposed by law,, 0 2! 0 Should-Lessor elect to re-enter,as he rein.provided,or should.l...,essor take possession 0 U) purstlant to legal. proceedings or pursuant to any notice provided for by law, Lessor may either terminate this.l....ease or it may from.time to time,without terminating this.l...,ease,re- let tbe Demised Premises or any part the for such term or terms (which may be for a term extending beyond the,rerin of this Lease)and at such Rent or.Rents and.on stich other to and conditions as I...essor in.its sole reasonable discretion may deer.n advisable with Tee right to make alterations and repairs to the Demised Premises. (")n each SUch.re--letting Lessee shall be immediately liable to pay to Lessor, in addition. to any indebtedness other than Rent due under this.11ease, the expenses of such re letting and of such alterations and. repairs,incurred by Lessor, and the amount,if any,by which the Rent reserved in this 1,ease 0 for the eriod of stich re-lettirig (ii to but not beyond the te rm of this 1.ease) e xceeds the p p amount agreed to be paid as Rent for the Dernised Premises for such period of such < re letting. 0 Notwithstanding any SU6h re letting without termination, Lessor may at any time thereafter elect to terminate this Lease for stich previous breach.Shotild Lessor at aily, time terrriinate this .l....ease for an breach, in addition to any other, remedy it may have, Lessor Y U) may recover from Lessee all darnages incurred by reason.of such.breach, including the cost :3 0 of recovering the Dernised.re nises,which amounts shall be immediately due and payable frorn Lessee to Lessor. Secti n 16,.o Lessor's Rit�, , o Perform.. In. the event t,fiat Lessee, by, failing or-- P.-A ............ -3._.Lessor'.. .......... t t neglecting to do or perform any act or thing hem ein.provided by it to be done or performed, 0 shall be in default under this Lease and such failtire shall continue for a period of thirty(30) M days after receipt of written notice from I essor specifying the riature of the act or thing to be done or performed, then Lessor may, but shall not be required to,do or perform or catise to be done or performed such act or thing (entering on the Dernised Premises for sucli purposes,with notice,if.l...,essor shall so elect),and.111...essor shall not be or be held liable or in any way res orisible for any, loss, inconvenience o r annoyance resulting to Lessee on p acc.ount thereof, and Lessee shall repay to Lessor ori. demand. the entire expense thereof, i ncluding cornpensation to the agents and einployees of 1-essor. Any act or thing done by Lessor pursuant to the provisions of this section shall. not'l e construed as a. waiver of any 0 stic h.default by.1 essee, or as a waiver of a.n�y covenant, term or conditio n.herein contained or the e rformance thereof, o r of any oth er right or remedy of Lesso r, he reu nde r o r .P otherwise. All amounts payable by 1.essee to Lessor under any of the provisions of this Lease, if not paid. when the amounts become due as Provided in this Lease, shall. bear E interest from the date they become due until paid at the highest rate allowed by law. Lessor shall have the sanie rights set forth in this Section with respect to any future SUbinterest holder's respective portion of theDeniised.Premises. U- E Page 28 Of 48 M- A A A A E 0 Section 16..o4 Default Period...All default and grace eriods shall be deenied to run :3 ............................. P 0 concurrently and not consectitivel y M Section 1,6,,,,.,o,5,,,,W,orkforce 1i.oUs1ng,Re$jrictions. In the event the Lessee or sublessee 0 ... .... ........ .. .............................. 0 Boils to comply with the Work.force.Housing Restriction(s)at any given time or any portion 0 0 of the Demised.Premises is used for,purposes other than Work-force Housing in accordance M .w 0 it the Workf(..)rce Housing Restriction(s) by an interest holder of such portio.ii, as they 2! pertain to their respective interests in. or portions of the Dernised Prernises, such an 0 occurrence will be considered a material default by the offending party. Should the foregoing type of use defaUlt occur with respect to only one or,more sub tenants'portion(s) of the Demised Premises, then the default termination provisions provided for in this subsection, shall apply only. to those sub tena.n.t(s) and sublea.se(s) in default. In the M :3 0 foregoing eventj...,essor(or the Initial 1,essee(or its assigns)in the event of and with respect only, to a default by a particular SUblessee) may terininate the subleases and to involved. Lessee hereby agrees that all occupants shall use the Leased Premises and 2 Improvements for Workforce Housing residential purposes only and any incidental activities related, to the residential use as well as any other uses that are eri-nitted b p y applicable zoning law arid, approved inn writing by Lessor. 0 Section 16.,o6. The Lessee, or its property management entity.-agent (that has been < duly approved in writing by Lessor), shall. do everything within its power to ensure that there is no nano rith of negative cash flow. 0 ARTICLE XVII E U) .R -pair 0blj..ggjjQm :3 .................................................. 0 Section iz inn,ftair Obliga s. Du ring the continuance of this Lease they I essee, and eveiy Sublessee with respect to their leased portions of the Dernised Premises, shall M keep in good state of repair, any and all buildings, furnishings, fixtures, landsca ing and p equipment which are broUght or constructed or placed upon the Demised Premises,arid the 0 Lessee shall not stiffer or permit any material.strip,waste or neglect of any building or other M property to be cornin.itted,ex ce p t for that of norrruil we andear ar t .The Lessee will(or shall cause Sublessee to) repair, replace and renovate such property as often as it may be M necessary in order to keep the buildings and other property which is the subject matter of this Lease in first class repair and condition. Additionall , Lessor shall not be reqUired tv y furnish any services or facilities, in6ludirig but not limited to heat, electricity, air conditioning or water or to make any re airs to the premise o s or to the Workforce o Husing p 13nit. M :3 ARTICLE XVIII 0 Additional, Covenants of Lessee/I. ssor .................................................................... M 0 E &c_Liori i&oi. Legal............U se..The Lessee covenants and agrees with the Lessor that the Demised.Premises will be used exclusively for the construction and operation of Workforce Housing dwelling unit(s) and for no other.purposes whatsoever without Lessor's written M E .Page 29 Of 48 M_ A A AV E U) consent. :3 0 Section i.8.02,re rrnination,Upon termination.of this],,ease, the Lessee will peaceably and. quietly deliver possession of the Dei-nised Premises, unless the Lease is extended as 0 0 provided herein. Therefore, .1 essee shall surrender the improvements together with the 0 0 leased.premises. Ownership of some orcall improvements shall thereupon.revert to.Lessor. 0 2! Sect ion.....18..o, In the event of any suit, action or %- .........................I I........................ ............................... 0 proceeding,at law,or in equity,by either of the parties he against the other,or any other 0 U) person having, cl.aiming or, possessing any alleged interest in the Demised Premises, by reason of any matter or thing arising out cuff'am relating to this Lease,including any eviction proceeding, the prevailing party shall recover not only, its legal. costs, but reasonable attorneys' fees including appellate,bankruptcy and post-judgment collection.proceedings for the maintenance or defense of said action or suit, as the case may be. .A.ny judgment rendered in connection with any litigation.arising out of t nos Lease shall bear interest at the highest rate allowed by law. 1.essor may recover reasonable legal and professional fees attributable to administration, enforcement and preparation for litigation relating to this Lease or to the Work-force Housing Restrictiot.i(s) frorn. any person or, persons from or to 0 whorn as demand or enforcement request is made,regardless of actual initiation of an action or proceeding. Section-j.8.04, of the 13ern.ised Premises. Lessee agrees to accept the -------------------Denrised Premises in its presently existing condition "as-is". It is understood and. agreed that the .[ essee has determined that the Dernised Premises are acceptable for its purpeases arid hereby certifies same to Lessor. 1.essee,at its sole cost and expense,shall.bring or cause to be brought to the Dernised Premises adeqt1ate connections for water, electrical p ower, telephone,stormwater and sewage and shall arnmge with the appropriate utility. con-rpanies for ffirnishing such services with DO obligation the on the part of Lessonni..Lessor makes no express warranties and disclaims all implied warranties. Lessee accepts the property in the condition in which it currently is without representation or warranty, express or implied,in.fact or by law,by the Lessor, and.without recourse to the Lessor as to 0 the nature, condition. or usability of the Demised Premises, or the uses to w�ich the Dernised-Premises i-nay be put., one l....essor shall.not be responsible for any latent defect or change of condition in the improven'rents and persomilty,or of title,and the] erft hereunder shall not be withheld or dirninished on account of any defect in such title or property, any change in.the condition thereof,any damage occurring thereto,or the existei-ice with respect . thereto of any violations of the laws or regulations of an goernm y vental atithity or , Section Il zardo-us Materials. Lessee, its Stiblessees and assignees shall not............................................... permit the presence,handling,storage or transportation of hazardous or toxic rnaterials or medical waste ("hazardous waste") in or abotit tb.e [)eniised. Premises, except in strict compliance with all laws, ordinances, rules, regulations, orders and guidelines of any governryient an. encyliavingjurisdiction and the applicable board of ins urance underwriters. In no everit shall. hazardous waste be disposed of in or about thel.)ernised Premises. For E purposes h.erein, the tern'r hazardous materials Or substances shall inean any hazardous, < toxic or radioactive substance nrateriat matter or waste which is or becomes regulated. by, any federal, state or, local law, ordinance, order, rule, regulation, code or any otber U- E Page 30 Of 48 E U) governmental.restriction or requirement and shall.inclu.de petroleum products and asbestos :3 .1 0 as well as im roper or excessive storage or use of common household clean an ing d p landscaping chernicals, pesticides, batteries and the like, and those materials defined as M :3 hazardous substance or hazardOLIS waste in the Comprehensive Environmental Response 0 0 Compensation and Liability Act and/or the Resource Conservation and.Recovery Act.. 0 0 I- M 0 Lessee shall notify Lessor immediately of any known discharge or discovery of any 2! hazardous waste at, upon, under or,wit.h.in the Demised .premises. .I,essee shall, at its sole 0 cost and expense,comply with.all remedial measures requiredby air.iygoverrimental agency 0 U) havi-Ing ,jurisdiction, unless such discharg,e is caused by Lessor or any of its agents or emp loyees., M :3 0 Lessee hereby acknoi4ledges that Lessor shall not be liable for any hazardous waste that may- be located on the Demised. Premises at the time of exeCUU011 of this Lease. FUrthermore, Lessee hereby indemnifies and holds I....essor harmless for,any and 01 claims, 2 liabilities, dainages, costs and expenses related to the presence of hazardous waste after execution of this Lease., 0 Section 1.8.o6 Recordation. Lessee,or Lessor at Lessee's cost,within five(5)business dauy's after eXeCUtion of this Lease, shall record. as complete, true and correct copy of the Lease and any addenda or exhibits thereto in the Official Records of Monroe County, Florida. and shall provide Lessor with the written Clerk's receipt of the book and page nUmI)er where recorded and the original.I.,ease andl.telated.Agreernent(s)after recordation. ARTICLE XIX U) :3 0 ns., Warrarities of Title and Quietj.r y,yient .. .......... .... ....... ................ "' , , .... ............. and No Unlawful or Immoral.Pixr ose or U�se M Section resg.,,n. ti(. n�s,,,W, Ti t Lessee Irranties of t e and Qjjiet E j_y hereby acknowledges that Lessor is merely acting as as conduit to complete this transaction; 0 therefore Lessor does not make any, representat ions or, warranties with respect to the ownership, operation or environmental condition of the Dernised Premises or any part thereof., The Lessor arid Lessee covenant and agree that so long as the Lessee keeps and. M performs all. of the covenai.-its and conditions required by the Lessee to be kept and performed, the Lessee shall. have quiet and undisturbed and. continued possession of the Dernised. Premises from clairns by Lessor. U) Sectio I 02 No Unlawful or i i. Pur se or se. Lessee, aslong as ithas............. 'a M any interest in or to any portion of the Dernised Premises, shall not OCCU y or use su.6h :3 p 0 portiori for any unlawffil or ii.-nn-wral purpose and will, at Lessee's sole cost and expense during such period of interest,conform to and obey,any resent or future ordinance an.d/or .P rules, regulations, requirern.ents and orders of governmentO autho rities or agenci es M respecting the use and occupation of the Den-d.sed Premises. 4) E M 0 E Page 31 Of 48 M- A A A-7 I _ I E U) Miscellaneous eCt 011 20.01 Covenants .: n _t with and.. All covenants, promises, conditions 0 and obligations contained herein or implied law are covenants running with the land and, except pt s otherwise provided herein, shall att 6h.and inn and inure to the benefit of the Lessor and t:.Aessee and their respective heirs, legal representatives,nt tives, successors and assigns, though this provision email in no way it:e r the renst:rictious on ssi nennt: and subletting applicable to Lessee hereunder.un e r. "i°in.e^parties agree that all covenants, promises, U) conditions, terms, restrictions and obligations arising from or under r this Lease and the oikforce Housing Restriction(s)benefit fit and enhance the communities and neighborhoods of Mohr° Cennn ty .nn. t:ine priv, tee a innnbin.c hands t h.e re of,and.have been imposes in order r to assure;these benefits and enhancements for the full. Term of this Lease., It is inntennn e; , where ren . rol-Wiate and to seams the public purposes to be fur-t-hered by..this Lease;, that its provisions be constru.ed, interpreted, applied an.d enfi.weed in the nnn . nw.er of what is 2 commonly referred to as a"deed ed reastrictionn e CtiOnn 20.02 No Waiver.. mrime is of the essence in the performan.ce of the obligations of the parties t ieas e recto.No waiver of a breach a of any of the covenants in this][Lease shall be co.tistrued to be a waiver r of any succeeding breach of the same covenant. a Section 2 Qj Written Modifications. en nnnend.iii �ntio , release,asea, discharge or waiver of a novisionns hereof of shall fine. of an,.,�...,.. ? nn, an° , effect or value nnnn:i.eass in vnit:i signed by both tines Lessor and 1.eassenea, and signed also by awry, mortgagee or, their duty authorized agents or attorneys, as long as such mortgagee (if applicable) has both fil filed in Official Records of on roe en nty, Florida, a"Certificate of Notice"of t1lein interest i. . this Lease and or tine .De i.nnns d Premises,raise s, said certificate; setting foot n. complete and current contact inforrnation,tiny:^real.estate parcel number assigned to the er isead Rre raises and the t::Y t . RecordsBook ari.d Page Number of the first recorded fin age of this Lease :nnd.�ii. provided . copy of the;recorded d certificate rt:i icate~to the Lessor at its notice address(es) vie U.S.,Postal Service 0 certified nAn.aii., return receipt requested. c� Notwithstanding the foregoing,the Monroe o County Administrator,or his ak.rthorized designee, n ,y make certain modifications tot this fie^use$ without requiring an antecedent � affirmative Drente;by Lessor's Renard of County Commission.ers.The circum.stanceas in whi6h. such administrative nnn.odii"icat::ie:n (s) rn.Eky be made are iin i.tead to:: .)Arnend this lease bk delineating lime atin lesser or greater r :nre as and the overall Property being leased to 1.essor(presently � identified herein t Exhibit a& w"), and t .Amend this lease to comply with any pini,icatio.wa requirennennts of they FHFC RFA20. -1.01.CDBG-DR CD-DR in.Monroe("ounnty,.Either administrative lease arnend.r.nent type must be made in writing and. otherwise be in accordance with this subsection. e,ct.lon..2,0 94 1�ntnmea !V This.Le�nse,including itsinrei'dory recitals d.any written addenda and. attached exhibits i:bits (all. of which area ex renssiy incorporated herein my � this reference)shall co.wnst:itnnten the entire agreement between the parties with respect t.to finis instrument menenr rea n.e this t date. No prior written lease or prior ear conte�c por neous oral. promises e binding. Page 2 Of 4 1"1....I�..t P' - A A AO E U) Section ioor otices. If Lessee desires to give notice to Lessor in connection with :3 ...................................................... N 0 and/or according to the to rins of this 1.ease, such notice shall. be given by certified inail return receipt requested or by national overnight tracked and delivery.receipt courier service, and uriless otherwise required to be "received", it shall be deemed given when 0 deposited in the United States mails or with the courier,service with postage or(-rourierfees 0 I- prepaid-Notification.to Lessor shall be as set forth herein,unless a different method is later r_ 0 directed as prescribed herein or by the Workforce HOUsing Restriction(s): qq 2!L_ ,Lessor, Couni Administrator Monroe Courity 0 Gato Building iloo Simonton Street Key West , FL 33040 with a o y 1g: Monroe County Attorney 1111 12th Street, Suite V8 Key West, 11orid.a 33040 Tel.: 305-292-34170 1.essee: ...................... Monroe County Housing.Authority Attn: Executive Director 14.0o Kc,,nnedy Drive Key Wclst� F11 33040 S"e ction 20.o6 Jo b int Liabiiv. If the parties upon either side (Lo o Le essr r ssee) consist of more than one persori, such persons shall. be jointly arid severally liable on the cm 0 covenants of this Lease., Sectior 20.0 1_1�Kj. lic-Access arid Public Records..Co milli nnce. The Lessee must comply with alb. Florida. public records laws, including but not limited to Chapter 11.9, Florida StatUtes and SeCti011 24, Article 1, of the to Constitution. Lessor arid. Lessee shall. allow and permit reasonable access to, and inspection of, all documents, records, papers, letters, or other "]pa.nl:lic record" materials in its possession or under its control subject to the provision.s of ChaPer t irg, Florida. Statutes, and additional Florida legal. . authorities governing confidential and/or confidential and exempt public records, and rnade or received by the Lessor or Lessee in conjunction with and in connection with this Lease and.related to 1.ease performance. Failure of the Lessee to abide by the terms of this provision shall entitle .l.,essor to, at its option, deeni SUch failure a material breach of this agreement, and Lessor may enforce the .public records law terms of this provision in the E form of a court proceeding. This provision shall sunive any termination or expiration of this 1.ease. The Lessee is encouraged to consult with its advisors about Florida's public records laws in order to comply with this provision., PUrstiant to Section 119-0701, Florida U- E Page 33 Of 48 M- A A Aft E Statutes, and the terms and conditions of this agreement, 'the Lessee is required to: 0 Keep and maintain. ptiblic records that would be required by the Lessor to perform.its service and duties under this agreement. 0 L) f2l Up on.receipt from.the I...essor's custodian of records,provide the Lessor with a 4) 0 L_ copy of the requested records or allow the records to be inspected or copied. r_ 0 within a reasonable time at a cost that does not exceed the cost pro de this 2! provision and Chapter 11.9, Florida Statutes or as otherwise provided by law., 0 f3l Ensure that public records that are exempt or confidential and exempt from. public records disclostire requirements are not dis6losed except as an by law for the duration of the lease term and following completion of the lease if the Lessee does not transfer the records to the I...essor. Upon comp letion. of the lease, transfer, at no cost, to the I....essor all public records in possession of the Lessee or keep and mairitain public records that would be required by the Lessor to pei-forin its service and duties under this agreement. If the Lessee transfers all public records to the Lessor upon completion of the lease,the Lessee shall destroy any duplicate public records that are exempt or confidential and. exempt from. public records disclosure 0 requ.irem.ents. .[f thel...,essee keeps and maintains pUblic records upon completion of the lease, the Lessee shall meet all applicable requirements for retaining public records. All. records stored electroifically must be provided to the Lessor upon. request from Lessor's custodian of records, in a format that is c.ompatible with the information technology systems of the Lessor. A request to inspect or copy public records relating to an agreement or contract withl....essor must be made directly to the Lessor, but if the Lessor does not possess th.e requested records, the Lessor shall immediately notify the I...essee of the request,and thel.,essee must provide the records to thel.,essor or allow the records to be inspected or copied within a reasonable tirne., If the Lessee does not comply with the Lessor's request for,records, the Lessor r-nay enforce this agreement's maintenance of records and./or public access provisions, 0 0 notwithstanding Lessor's option and right to treat su6h. non .cornpliai-ice as a material breach.. 1.,essee's failure to provide public records to the Lessor or pursuant to a valid public records request within a reasonable time rnay be subject to penalties under Section i.i.q.:wjliorid.a Statutes. The 1.essee shall not transfer custody,release, alter, destroy or otherwise disj.�)ose of any public records unless provided for in this provision or as otherwise provided by law. 0 IF THE CONTRACTOR HAS QUES71JONS REGARDING 111E................................................ . ................. APPLICATION OF CHAPTER FLORIDA STMUTES TO ....................................... ii..Ano THE CONTRA910H.'S DXJTYTO PROVIDE PUBLIC ............. RECORDS RELATING TO 'nin coNnuc o.NTACTT11E E ........................ LESSOWS CUSTODIAN OF PUBLIC RE(.,,.`.0,, R,DLS, BRIAN ..................................................._''__._!��___1 I BRADLE Y AT PLIONf', E Page 34 Of 48 M_ A A Of% I _ I E U) ORS OFFICE I� t 12 c� Section a o L a iji � c�.��n: �� j 1�� gr 1jabili �r..All references to the Lessor and Ac ss mean they persons who, from time e8 to time,, ccup the positions, respectively, of 0 Lessor and Lessee. In the event of aunm assignirtent of this 1.ease by the Lessor, except fern° tri.abiliti s that may,have been incurred prior to they date oft:the assignment nt or as specifically dealt with differently herein, the Lessor's liability Linder this Lease hall. terminate upon � such aussigmnu.nn mnt:w In addition,t he t.�enssor's liability Linder this Lease,unless specifically lly dealt .. th differently he retnn, shall be at all times limited to they t.Ae„ssor's interest tnm the Demised �a.;�;Q.. .......Si n ��.�a..W ....... ". :. . . : a,. , The captions used in this erse ne� e$n° convenience.� e .ee:e e reference only and in no way de fi. n.e,,, limit or describe the scope: or intent of or in any wra y � affect this Lease. Section, , m 0 "t°abler o ot,tte rit The index Preceding this Lease under they same cover is for they purpose end tie convenience of reference only and is not to be deemed or construed in any way as part of this 1.ease, nor as surn�upler e�nn:tan:T� thereto or amendatory a thereof cttennn 20.11.Gnyd-arning..I...,awVebnuue.°:his Agree enn.t shall be construed under the lancers of the State of Florida, arid the venue for any legal roceae d.¶. .g t:en en eum°ce;or detennnp. �e the terms mu.s and conditio.w.i.s of this Lease shall,be in Circuit COUrt for t ee:i. ,h Judicial Circuit, Monroe County, Florida,,This lease, and any agreement made pursuant to this lease, shall not be subject to aurbitration., 1"Mediation proceedings din initiated and conducted pur unaril. to this lease shall be in, accordance with the Florida Rules of Civil Procedure r and usual. and c� cUstom .amny q roce dunm�e�s required d try tined circuit court of.monnroe� County, Florida.,, Section 20.1 . „oldingDv tE .m.�y holding en�redn au�ten tkn.a^expiration autnen�n ent the"t.�ednm7rn e:nf this c� t.Aedausc, wadi. consent eaf.Le^swan°, shall be construed to be an tenancy from month to nmmanmu:th, at ca twice the monthly Rent as required e to be paid by Lessee for they period immediately prior to 0 they expiration of the: Term hereof, and, shall otherwise be on. the terms and conditions herein specified, so far as applicable. ble. Section 2.0., . rp.. ra. Lessor and Lessee covenant, warrant and represent that no .. broker was nmmstrummmn.edmnta l in ce.nnsu.mmmmnuit.mn,g this Lease, and that no col'ive rsantnemns or U) negotiations were had with any broker concerning rninng the redmn.ttnng of the: Demised. Premises., Lessee and t..Ae:ssor agree to hold one another harmless m ledss fremmn. and. against, arid agree to defend at its own.expense,any and all.claims for a`n brokerage a.onnumnnissnomn by either r of t enma with any brokers.. e;,t°, an n..." .. ve^m„a n , y 1 i� t y y I any o siennn eat this I..Re sc ern the application.antionu.thereof to any person or circumnustaunn.cc shall.at any,thrie or to any extent be held E invalid or unenforceable,blew,tbe remainder of this Lease or the application of such pro-vision to � persons or circumstances other ttnammi. those as to which it is hel.d invalid or u:mnn.ennfor(,; abled Page 35 Of 4 1"1....I�..t P' _ AACA E U) :3 shall not be affected.thereby.'Fhe.l...,essor and Lessee agree to reform.the lease to replace any 0 stricken provision with a valid provision that cornes as close as possible to the intent of the stricken provision. 0 S.-e-c-ti, J &MIC. If eitb pa er art, shall.be delayed,hindered or prevented 0 I- frorn. the performance of any act required. hereunder by reason of strikes, lockouts, labor r_ trouble, inability to procure material,failure of power,riots,insurrection,severe troP ical or 0 . 2! other severe weather events, war or other reasons of like nature not the fault of the party 0 delayed, in performing work or doing acts required under this Lease, the eriod for the 4) .P U) performance of any such act shall be extended for a reasonable period.Ecoi-iornic hardshi .P or,economic conditions shall not be considered a basis for such extension. Section.20j.6 Lessor/_ Third Parties.This ease .... ..................................... 11............ I J----01-11-J-1, creates a lessor/lessee relationship, and. no other relationship, between the parties. This Lease is for the sole benefit of the parties hereto and, except for assignments or Subleases perinitted hereunder and.to the limited extent thereof,, no other person or entity shall be a third.party beneficiary hereunder. Except as expressly provided under this Lease or under the affordable Workforce.Housing Restrictions,no person or entity shall be entitled to rely 0 0. upon the terins, or any of them, of this Lease to enforce ern.® attempt to enforce any third- 0. party claim.or entitlement to or benefit of any service or program.contemplated.hereunder, < and the essor and thel.,essee agree that neither the Lessor nor the Lessee or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise 0 indicate that any- particular individtial or group of individuals, entity ern® entities, have entitlements or be under this Lease separate and apart,inferior to,or SUperior to the community in general ern®for the purposes conternplated in this .Lease. E U) :3 0 S e c KRadlon Gas N...........o t i fi..........c a t i o..........n.. Radon is a.naturally occurring radioactive gas that,iA hen it has accumulated in a building in sufficient quantities,may pose health.risks to persons who are exposed. to it over time, I.,evels of radon that exceed feder,-il and. state guidelines have been lotind in buildings-Additional information.regarding ra&m and radon testing may be obtained from.your county health unit. Lessor shall not be responsible for 0 radon.testing for any persons.purchasing,leasing or occupying any-Portion of thel)emised Premises,and all.ownersj..,essees and Sublessees shall hold Lessor harmless and indemnify Lessor for damages or claims related the and realer asee l essor from same. Section 20J.8 Mold. Disclosure. Mold is a naturally occurring phenomenon t-hat, ........... ................................. ...................................... wheri it has accumulated in a building in sufficient quantities, may pose health risks to persons who are exposed to it over time. Mold has been. found in buildings in unincorP orated.areas of the county as well as in incorpor to areas of the cou nty.There are . no measures that can guarantee against mold, but additio.n.al information regarding m.old and m.old.Prevention and health effects may be obtained from your county health unit ern® the EPA or CDC. I...essee and Sublessees accept responsibility to insP ect for niold.and. take measures to reduce mold. Lessor shall.not be responsible for mold.testing for any persons .Purchasing, leasing or occupying any portion of the Dernised Premises, and all owners, E Lessees and Sublessees shall hold Lessor harmless and inderrmily .l....essor for damages or claims related thereto and.release Lessor from.same. E Page 36 Of 48 M_ A A 00% I _ I E Section �, 19 ( ,_ d d Paint Disclosure. Lessee acknowledges receipt and. signing i of the atta6hed form.L P .....1.. 8/96 relatirig to the possibility of lead....based � .nnq,t:in ... houses constructed before 1978 .nn copy of the risks associated therewith and a copy of the EPA Protect Your Family In. The Hoe. Lessen will abide by notice requirernents relating to lead-ba.sed paint for all sub lessees. 0 Section20 .Sul?se;aae�nt �" ga is hn. ��a�.�n� ��G�ntt ;.• Where ach change earl 0 : .. .. reasonably be applied to benefit, enhance or sa:nhnport Lessor's affordable "a ofkfor en If ousing goals,objectives sand pol i.eniens,Lessor shall have the right to clai rn the hnennn.en:f tt:from. 0 a.riy subsequent 6hange to any apl.Aicable state eam:£enehe raJ.law or regulation that might in any � way affect this N...e asen, the ork:forcen Housing Renstrhe tnon(s), any Related Agreements or their respective application ai.,id enforceability,abhhhttyr, witt:hnout har. nnht tion.,, In sucli instance, this Lease shall be construed n.struen or, where necessary, nnnay� e reformed to gives effect to this provision. 2 Section 20.21 Claims for Fe e Lan or State Aid,,Lessor and.Lessee agree that each > shall.be,and is,empowered..to apply for,seek,and obtain federal and state funnels to further the purpose of this lease; provided that all hieati �s, requests, �n ��esahs, and funding solicitations shall be approved by each side �nrior to subs-russnaann. Section 20.22 Government Purpose. Lessor, through this den se and the affo wahahnh.e Workforce enstrriction(s), furthers a, government housing purpose, and, in doing say, expressly reserves and in no ayT shall be deemed to have waived, for itself or its assigns, successors, employees, officers, agents and re-nq�re se^nn.tratti yens any sove reign, eau s�.- ovenn .nn.er t h and any other similar defense,ns , immunity,ittyr, en enn il.Aionn. or protection against any saa.itt, causer of act-ion, demand nd or liability. Notwithstandfrig the provisions of Section 7 8.2 , Floridatatutt s, the participation of the Lessee arld the Lessor in this agreement and the acquisition of any insurance coverage en hnattsoeve r,shall not be e em waiver of humunity to the extent Of sane;h coverage (liability (..,overage or otherwise),), neon shall an: contract.,t: entered.red.into by the Lessor be required d to conn.taii.n anyr provision for waiver-All of the privileges gees and h.nannna.n. itt tens h`m°om liability, exemptions from.laws, ordinances, and rulers and pensions ns relief,disability,nro oreers'corn e .sattionn,and other benefits which.apply to the activity of officers, agents, or employees eat`a .yr public agents or eiriployees of the I:.Ae ssor or Lessee, when performing their respective functions under this leasers Mth i n the territorial limits of the count saapptto the same and extent to the performancenancPyhl � of such nnne°tions and duties Of Such officers, agents,Venhaan.tene rs, or employees ens outsiders the � territorial hhanhtts of the county.No covenant or agreement menn.t contained herein in hn.all be ehenennnen to be a. covenant or a renennneronn.tt as an member,r, officer, agent- or employee of Lessor or .Lessee in his or her individual personal capacity, an:n.el no such. nne-nrrnbe-nn, officer,r, agent or eannn.ployee;of Lessor or Lessee shall be liable personally under this lease or be subject to ann.y personal nal liability can accountability by reason of the e xenCUth0nn. of this is agreement. nt. Secti�a�n. ,e�.fi�," tt e: ett��ens."h"hnen parties agree that any re^nnen yr available for any breach under this Lease shall. be cu nanhativenlyr or selectively available at Lessor's compl.ent � discretion., with any election to avail itself or proceae d U.ri .e r any particular remedial dial n en ha.nnai.sm. in no way to be construed as a waiver or, relinquishment ent of Lessor's right to proceed under r any,other me ch a.w.fisnnn at any time; or in aly particular sequence.ce. a® Page 37 Of 48 1"1....I�..t P' _ A A 09 I _ I E U) Section 20.2,�J,$u.p1,.Jp1nenta1 Administrative Enforcement. Lessor,or its appro riate :3 agency,,inay establish under the Workforce Henuusin . east rlction(s),as aniended from time to thn"nen, during thy; ,'re ern of t:luls Lease, sun. lu rules, procedures, administrative fornnns of neuunntorin, , : prepertyad/or tenancy n �ent, c$e ins, and such evidentiary d standards, s deen el reasonable ,tb n Lessor's Prerog tive,to implement enforcement of tie terms of this Lease and similar leases and the Work-force Housing 1, enstri t:ion(s). Such oruu.nnns way include but In no way be; limited to use of ('.Dore Enforcement procedures re puu�suuant to Chapter r u 2, Florida, Statutes, to elete�n°nn�lnne, faun° and only by ay of one example, egedly unauthorized 0 offe tenr n � a� °, feu� othe r examp le$and not as any limitation, he fan unauthorized acts "occupancy.,"legal effect of an 'l However, nothing � herein shall be d e rn'n.e d to li mit Lessor 1`n°om access to an appropriate court of competent �unalsel:le trenn where the resolution nluntlannn an. y dispute would be beyond they cornpeterice or lawful ,,jurisdiction of any administrative proceeding. Section_2Q.25 �.,xceptions to Lease Rental Prohibition. The 'Workforce Housing M—iit(s) are to be developed as a dwelling unit for qualified rental and qualified reuntal..... > occuupangy for affordable orkforce; Housing. Transient use, vacation rental use, ownen°..... � occupancy y, annd a�.y other 1`orm eel" u.nse� ear occuupa cy otlne r t:lna a `ordable� "orkforc Housingis hereby ex re^ssly prohibited absent express written.authorization and co nse en by Lessor. Lessor or its designee, in its sole discretion, shall have they right to adopt:as pant of fLitu re; affordable; Workforce 11euuusluu. estrlet:ion(s) provisions to allow Sublessees the limited d privilege to rent or lease their Workforce Housing Unit to qualified persons. Requests for suu. b approval shall be made in accordance with such procedures Lessor may In the fuu.tuure choose to adopt. It is conte;nnn.plat d, though not promised or required., that , certain limited.rental provisions may be adopted.1n the future for circumstances such as,for example, but without ut limitation. (a) A uublesse e's required d absence from they local area for official. military,duty. (b) A ocuun emote d illness that le giti mately r(e q uire^s a.St.nbl sse�e�ten b ln.euspitali e� for an extended period.. c� (c) A family emergency legitimately requiring a Sublessee to leave they Keys for a period io longer r than thirty(3 ) slays, c� Section,,: �. ..n..Drafting an. t� 5 ,.:: The parties a6lkn oiAde d e that they jointly participated.in they drafting of this Lease;with the;benefit of counsel,or had the opportunity � to receive su6h benefit of counsel, and that no term or, prenvlslan . eel'this [...e ase shall. be � construed in favor of or against e itbe r party based solely on they drafting of tlnl.s Lease. U) e cti.orrn,,.2 ,1 Aessor', D den Copp n...�n e..Where required tinder this Lease, Lessor shall., to e n.su rep they irnnpleunnenntatriannn of the public affordability. purpose furthered by this Lease, cooperate with reasonable requests ofInitial Lessee, Sublessees, mortgagees, title insurers,61eusinn agents,governrrient agencies and the like regarding any relevant terms and conditions contained herein. Section. W Execution n n n,lu ay executed n�any _ ee �� of counterparts, each of wln:le°:lu shall be regarded d s an original, all of which taken together shall constitute one and.they sarn"ner instrument and any of the parties hereto mE y exectite this a® Page 38 Of 4 1"1....I�..t P' - A A C A lease by signing any such counter part. 0 IN W-ITNESS WHI�A, gip OF, the L.essor and tine l,essee have hereunto set t1leir hands and seals, as of the day and.year above written. 0 FOR LEA SOWBOARD OF COUNTY 0 COMMISSIONERS OF MONROE COUN-[Y, .FLORIDA 0 2!J_ By: ........................ Mayor U) Date- MONROE COtNTY A M- RNEY 0 V EQ�ED _"U"ORM 0 (SEAL) Date: 2 ATI'ES'F: KEVIN MADOK, Cl..,ERK By: 0 Deputy Clerk Monroe Courity.Attorney Approved as to.Form: lBy: FOR LESSEE: Monroe County Housing Authority .By: Manuel Castillo, Executive Director WITNESSES: 0 Witness No (Print Name) Witness No. i. (Si griature) Witness No., 2 (Pr inot.Nanie) Witness No. 2 (Signature) E STATE OF COUN'17YOF U- E Page 39 Of 48 M- A ACV E 0 .Fhe foregoing instrurne.r.it, Lease between Board of County Commissio.ners of Monroe County,, Florida, and the Monroe County Housing Authority, was acknowledged before me this day of 20 1.9,by Manuel Castillo,as Executive 0 Director of the Monroe County Housii.,ig ALIthority, who is personally known to rl.ie or 0 L- roduced quay of identification and did take an r_ p oath. Notary Public (Print Name and Notary No.) Notary Public Seal Notary Public (Silp.ature) E U- E Page 40 Of 48 E U) :3 EXHIBIT".A." 0 IXGA.1,DESCRIPTION 0 31 S. Conch A.ven c K Pr venue, ("onh ey(bearing operty Identifi cation Number 00385780 00 0 0004-00). 0 The West 70 feet of Lot 14, CONCH KEY SUBDIVISION,according to the Plat thereof,recorded in Plat 2! Book 2,Page 130,of the Public Records of Monroe County,Florida.Said parcel of land being inure 0 particularly described as follows,to wit- U) .At the Point of Beginning commence at a point on the North Right-of-Way line of South Conch Avenue and the Southwest corner of Lot 14, Conch Kcv Subdivision, according to the Plat thereof as recorded in Plat Book 2, Page 130, of the Public Records of Monroe County, Florida; thence run in a Northerly direction along the West boundary line of Lot 14 for a distance of 70 feet to the'Northwest corner of said Lot 14, thence NO- proceed at a right angle along the Northern lot line of Lot 14 for a distance of 70 feet to a point; thence at a right angle and running parallel with the East lot line of Lot 14, run a distance of 70 feet to a point on the 2 South lot line of Lot 14, and on the North Right-of-way line of South Conch Avenue said point being 70 feet from the Point of Beginning; thence at a right angle proceed in a Westerly direction along the South lot line of 1,ot 14 a distance of 70 feet back to the Point of Beginning. > 0 31535 Avenue (", Ili g Pine Key(bearing Property Identification Number 00302670 < 000000 and 00302680-0000o0): 0 Block 22, Lots 1, 2,3, and 4, Sands Subdivision, according tot Plat thereof as recorded in Plat Book 1, Page 65, oft e Official Records of Monroe County, Florida., U) 2 N. Conch Avenue Conch Key(bearing Pro erl:y Identification Number 0038578o :3 p 0 000000): All of Lot 13, the Easterly 30 feet of Lot 14, the Easterly 39 feet of Lot 30 and All of Lot 31 of CONCH KEY, bein combination of the following two Parcels of Land® A Part of is 13 and 30 and All of Lot 31 of CONCH KEY, recorded in Plat Book 2, Page 130, of the Public Records of Monroe County, Florida, and being more particula described by metes and bounds as follows-Commencing at the Northeast corner of Lot 31,said corner to be knowr. the Point of Beginning of the Tract of Land hereinafter described, bear North 66" 45® West, along the Sout 0 Right-of-Way line of North Conch Avenue, 131.95 feet; thence bear South 23' 15' West,70 feet; thence bear North 45' West, 39 feet; thence bear South 23' 15' West, 70 feet to the Northeasterly Right-of-Way line of South Col Avenue; thence bear South 66" 45' East, 36.82 feet to the Northerly Right-ofWay line of U.S.Highway No® 1; the bear North 69' 05' East, along the Northerly Right-of-Way line of U.S. Highway No. 1, 190.93 feet; thence it Northerly direction, 7.48 feet, back to the Point of Beginning Parcel of Land in 2 Part of is 13 and 14 CONCH KEY, as recorded in Plat Book 2, Page 130, of the Public records of Monroe County, Florida, and be more particularly described by metes and bounds as follows: Commencing at the Southwest corner of Lot 14, b u) South 66'45' East, along the Northerly Right-ofWay line of South Conch Avenue,70 feet to the Point of Beginninj the Parcel of Land hereinafter described; from said Point of Beginning,bear Noath 230 15' East, 70 feet; thence b -a South 660 451 East,52 feet; thence bear South 23' 15' West,70 feet to the Northerly Right-of-Way line of South Co' :3 0 Avenue; thence bear North 66*451 West, along the Northerly fight-of- ayline of South Conch Avenue,52 feet,L to the Point of Beginning. E U- E Page 41 Of 48 M- A A 0-7 E U) :3 COMPOSITE EXHIBIT"B" 0 MANAGEMENI'AGREEMENT: 0 0 A. Introduction: The Lessor and Lessee to this lease inutually agree that the 0 0 Property,shall be developed, used, and occu ie e d so as to nsure affordability in .P 0 perpetuity in connection with the Property and the dwelling units to be 2! coi"istructed therein as set forth in this lease. 0 0 U) 'rti.el...essor and Lessee to this lease iniltually, agree that housin.g and occu n pacy preference shall.be granted to qu e alifid.fi m ill-tie employees of Lessor, an o d t q.tialified full time employees of Lessee. "Oualified," as used.herein, means th.ose einployees of I...essor and. l.,essee who satisfy all requirements of the affordable Workforce Housing Restriction applicable to a unit that is available for use and occupancy, and means those employees of Lessor and Lessee A/dio satisfy all requirements of the affordable Worki"orce Housing Restriction applicable to a unit that is available for use and occupancy. The legal effectiveness and enforceability of such preference is contingent upn o approval of the Florida 0 Department of Economic Opportunity, Florid.a .1-10LIsing Finance Corporation, and. United. States Department of Housing and Urban Development, B. .fro g. ..... g5cri tion: '.F.hem.. . onroe County,.Boa.rd of Cou min nty Coissim'iers —P.................... ('Lessor".) continues to examine the affordable workforce lim.ising crisis within the county and seeks to determine best pn.ictice solutions to mitigate this SitUation., The Monroe Coi.Inty Employee Rental dousing Progrm ena cted. tinder this lease is one su.6.h solution. A.central concern of the Program is the enormous financial pressure on the Lesssor's and on they essee s employees in connection with the affordability of housing opporti.li-ifties near their jobs. 'rhis program, as applied.i.ln.der this lease, grants employee preference to qualified ffill-tim.e employees of th.e .l....essor and to 0 quEflified.full-time employees of the Lessee. List and Lease IC. mair lim.eilt and Administratli on of the Wallin- A 1101, Ain ip-.PI-re�rfcexen�ces: ......................... ...... Under Monroe County Land Develo ment Code Seionct 139-1(f)(8), the Monroe P count y.planning 1.)irector may authorize "J[t1h.e county housing autlwrity" and other public entities established to p rovide affordable housing""to administer the ,eligibility, qualification, re qualification, and com. Hance requirements otherwise .P ordinarily administered by, the County's Planning Lie Partment pi.Irst.iant to a written agreement. The Board of County Commissioners of Monroe County's apprr oval. of this lease has approved this lease in. coill, unction with the Planning [Arector's approval .f.'or Lessee to administer the eligibility, qualification, re- E qualification, and compliance requirements under this lease, as -ILItliorized under Monroe County Land Development Code Section 1394)(8). U- E Page 420f 48 M- A A CO E U) :3 .As st.ichj..,essee agrees that it will comply with all qualification, re .qu.alification, 0 and. com Hance reqUireirier u u its applicable auntie this lease arid as applicable nder p the Monroe County Code(s). Lessee shall provide an annual report to the Monroe County Planning &Environrn.ental Resources Department showing all inco Ine 0 0 qWilifications, all irworne re-qualifications, and rents. If any other docum.ents, 0 0 records, or information is requir-'ed by Lessor, Lessee shall provide it to Lessor. 0 1...essee may not autborize a third-party,to assurne or undertake this delegatkm of 2! authority without Lessor's prior express written approval.. All records held. by 0 Lessee and Lessee's authorized agents maybe considered ublic records under 4) P U) Clia.P�ter 1.1..9, Florida Statutes, and it shall be I....essee's sole responsibility to . maintain and abide by all requirements a. plicable u,) proper main nn teace and .P disclosure of such records under Chapter 1.19, Florida StatUtes. It shall.be the .l.,essee's policy that each applicant shall.be assigned an appropriate .Place on a waiting list.Applicants shall be listed 'in a sequence based upon. date and.time an complete, legally sufficient application.is received, the size and type of urii-t the applicant has requested, and factors of preference or priority. In.filling ari actual or anticipated vacancy, the Lessee shall. offer the dwelling unit to an 0 a. plicant in the appropriate sequence, with the goal of accom lishing com. lete .P P P occupancy of all. units by qualified full time enij.-)loyees of Lessor anal .1 essee. By maintaining an accurate waitirig list, the lessee will be able to perforin.the activities which atisuxe that an adequate pool. of qualified applicants will be available to fill unit vacancies in a.timely manner. Based tipon theLessee's turnover and the availability of a.P propria u tely-sized. nits, groups of families will . be selected from the waiting list to forrn as final eligibility pool. Selection froni. the pool. will be based upon completio'la of verification of all. docurrients and information provided, The I.,essee shall administer its waiting list as required by 24 C.F.R. Part 5, Part 945and. 96o, Subp arts A an he and . waiting list will. be maintained i n accordance with the following guidelines: The a plicat n a io will. be .permarientfile. p All app licants in the pool will m be aintained in order oft nl.s lease's par io ritizatio n of housing applicants who are qualified full time e.rnployees of Lessor and Lessee. Applications equal in preference will. be maintained by date and time seque.tice. All apP licn at M s USt meet all applicable eligibility requirements as established by . law. Thel.essee, at its discretion., may restrict applicatio.ti, suspend application intake, and close as waiting list in whole or in part, and will P ubliely announce its decision . to do so by posting such decision in all of its offices. Su6h decision to close the waiting list.- shall be based upon the number of applications available for a particular size and ty ab E pe of unit, and. the ility of the I....essee to house an applicant in an appropriate unit within a .r-easonable period of th.ne., E Page 43 Of 48 E U) :3 When the .l...,essee reopens the waiting list„ it will advertise this in a newspaper of 0 M general paid cirCUIation in Monroe County. The notice will be rnade in accessible format if requested and will. contain: 0 0 The dates, th.-nes, and locations where families may apply. 0 0 The applicable prograni(s) for which app lication Wil n s l be talze . •brief(Iescrip tion of the applicable progra.m(s). 0 2! •staternent that Section 8 part.icipants must submit a separate application 0 if they wish to apply f6r,available hOUsing. 0 U) Limitations on who rnay be eligible to a.p ply. Eligibility requirements. Availability of local preferences. 0 During the period in which the waiting list is closed, the Lessee will not maintain a list of individuals who wish to be notified of when the waiting list is re opened. The open period shall.be long enough to achieve a. waiting list adequate to cover projected turnover over the neXt 24 months. When the period-for acceptirig 0 applications is over, the Lessee will add to the riew applic.ants to the list by: Unit size, this lease's stated.preference for qi.talified full-time em loyees of p I..essor and I.essee, and the date and time of application receipt. When applicarits consist of two fainilies living together (for exam.p such.le, sh. as a mother and father, and. a daughter with her owri.husband and children), and.they U) :3 apply as one family unit,, they will be considered as one family unit., 0 A preference does not gUarantee admission to the prograrn/ap p OU roval of a hsing application. Preferences are used to establish the order,of placernent on the waiting list. Every applicant must meet all. of the lessee's Selection ("'riteria as defined in this j)0liCy pUrsuant to the requirements of this. lease j,.)ermitted by law. Applicants who reach the top of the waiting list will be contacted by the Lessee to verify their preference and if verified, the Lessee will complete the application for occuparicy., ApPlicants inust complete the application for occu ncy and c o ntinue pa through the application processing and may not retain their place on the waiting list if they reffise to complete their, processing when contacted.by the Lessee., U) Among applicants with, eqtial preference status, the waiting list will be organized by date and tinie. 0 'The maximu.m.Possible minierical Point total for an applicatio.wa is .ioo. Priority preference pursUant to this lease is provided to eligible ernp loyees of Lessor and Lessee on the waiting list., A.properly noticed public rneetirig was held E before this lease was adopted. The following.preference is used. U- E .Page 44. Of 48 M- A A.-I% E U) :3 Residency/Lessor and I...essee Employee Preference: For applicants ho 0 are current ftill tirne employees of Lessor and I...essee who work in Monroe County and, satisfy the Workforce Housing Restriction applicable to a given unit. .In order to verify that an applicant so satisfies these given requirements, the 0 1..essee will require a r-ninimum of one (i) ofthe following documents: Verification 0 in the form of an. emPloyment record(s) provided by the Monroe Cotmty Hunian 0 Resources Department or Lessee's equivalent hui.nan resources office, other 2! m l aoyer or agency records, driver's licenses, voter's registration records, credit I- .P 0 reports, staternent(s) .frorn household.with whom.the family is residing, rent 4) U) receipts, leases, school rec(:')rds, utility bills, etc. Preferencelloint System: 0 o c al Preference F oi n..t...D e.. Point Yalue......................... ... ..............................................5 tj 2 Full Time Employee of Lessor Full Tirne.Morrroe County 100 > BOCC Employee 0 Full Thrie Em.ptoyee of 1..,essee Full-l'ime Mowaroe County 100 Housing Authority < Employee 0 Before applying its preference system, the Lessee Vill first match the characteristics of the available unit to the applicant(s) available on the waiting < list. By matching unit arid. family ch aracteris tics and. c u.4lifications for a foregoing U) preference, it is possible that families who are lower on the waiting list may :3 0 receive an offer of housing ahead of fan,iffies with an earlier date and tinie of application. The Lessee will verify all preference 61ainis at the time they are ina.de. '"rhe Lessee will. re-verify a P reference claini, if the lessee, feels the applicant's or family's . circumstances have changed, at the tine of'selection from the waiting list. .If the preference verification indicates that an applicant does riot qualify for the preference, the applicant will be returned. to the waiting list and ranked without that P reference and gn ive an opportunity forreview a. reew. . Charigles in an applicant's circumstances while on the waiting list may,affect the ap licant's or his/her family's entitlement pr to a efe n rece. Applicants are p required.to notify the Lessee in writing when their circumstances 6hange. When an a.P.Plicant d1airns a preference, he or she will be.Placed on the waiting list in the proPer order of their newly claimed reference. 0 .P If the .Lessee denies a reference, the ap lic w ant ill be placed on the waiting list .P P without the benefit of the.preference. The Lessee will notify an aPp licant in writing of the reasons vrhy the prefere.rice was denied and offer the applicant an E opportunity for an infornizil meeting. The applicant will have 1.o business days to, in writing, reqUest that meeting—If the a. plicant does not, request a.m eeting, and P E .Page 4.5 Off'4 M- A A.-A U) :3 if the preference denial is sustained./upheld as a result of such meeting, the 0 a licant will be placed. on the waiting list without benefit of the )reference. pl? I If the applicant falsifies documents or makes false staternet'its in order to qualify 0 0 for any preference, they will. be removed from the waiting list with notificatiori.to 0 0 the applicant and/or the family on the application., 0 2! ".11.1he wii tin g list will be urged at least annually by a inailing to all a plicants to 0 p P ensure that the waitinglist is current and accurate. '17he rnailh'-ig will nuake as U) reqUest for CUrrent and/or u.pdated.information and confirmation of the ap licant's cow.itinued interest. Ifthe applicant fails to res nd to such. mailing .P Po ithin 14. calendar days, lie/she will be removed from, the waiting list. If the 14. day falls on as Saturday, Sunda�y, or official designated. federal or state holiday, the 140, day shall be considered. the nearest next business day.. If a letter is returned by the post office without a.forwarding address, the applicant will be rernoved ft'orn the list without further notice and the envelope and letter will be mah'itained in the file—if as letter is returned with a forwarding address, it will be re mailed to the address indicated. 0 When an applicant r'qject.s the final Unit offer by the Lessee, the Lessee will: Remove the applicant's name fro-li"n the waiting list,. Remove from.the waiting list means:: '"rhe applicant must m apply. Applicants au Ust accept a. Unit offer within i..o business days of the date the offer is made., Offers made over the telephone vnill be coy.-i.firmed. by letter. If Ullable to contact the applicant by telephone, the Lessee will send a certified letter. 1.essee must provide each as approved to occul?y a. Workforce Housing Un,it(s) with as Lett of Acknowledgment conforming to Exhibit T." to this tease, and ea6h appticant(s) MUst return said. Letter to I....essee ro erly executed, and .P p 0 notarized.. Ca E U_ E Page 46 Of 48 M_ A A.-O% I _ I E U) .LL..e.M{..'..a . .E;l&. OF AC.A ,.... . . ...W....re.W..°ro.W...W` Itl".dLL.:d ...LL°e.. T 0 TO: Initial lessee, or its assigns Address of Inn.iti.al. l." ssee, or its assigns 0 DATE: 'This letter r is given. to (W....Initial Lessee W... as an acknowledgement in regard to the affordable Workforce Housing Unit that l am renting. I hereby acknowledge the 0 That l meet the re qun.irer n rants set forth in the Lease and Workforce Housin'n.g Restrictio ns for this property tore;mnt an affordable Worl"h"orce^ Hou.sing Unit. I understand that the unit I am. renting is being rented to � mane at a pri en restricted below fair market lu.m.e for my, future similarly situated persons anal Monroe "emu my"s benefits., That the Workforce Housing Unitthat- I arn renting is subject to a 9 -,yemar ground.nd.lease by and between Monroe County, apolitical subdivision ivisionm of State of Florida, and, (hereinafter r "Lease")., That my legal counsel, . �..._._m has explained. to me the terms and conditions of the 1.ease, including without ou t linnnitatlemmi the meaning of the terms &&Wemrkfoarcer Housing Restrictions"' and other U legal docurnents that are part of this transaction. If I have not had.legal. counsel, I state; here that I have had an opportu.nity to have obtain suchm. counnns 1, understand.its importance, and have .nn.owimn l proceeded without it. That I understand then:^ terms of the lease and orkh"e rce Housing Restrictions and how the terms and. conditions set forrth therein will affect my rights,ts, now and in the future. re". That I agree to abide by the Lease and "orkf ran°ceHounsi.mng Restrictions, as defined in the Lease, and. I understand and. agree for myself and y. � successors in interest that Monroe County and State of Fhemnlela.states agencies rnay change sorne of the Workforce Houu.simn : es ri tionms over the 9 - ear term. of thne I.Ae",asen and that i will be expected to abides by any such changes. ":i:"huat I understand. nn agree that one of the gals of the 1.easexi is to keep the Workforce Housing un.nni.t affordable and exclusively used for said purposes and I support rt this goal., I mnnn.st cornI.Ay with the requin mnne ants set forth in the Lease. � I a.m. hmm ob.ibited from. severing the I mnl:une ve nnemnts from.the neural property. rty. � 17hmat many family manna 1. must occupy the Workforce Housing Unit and that it cannot be rented to third parties s without t the express written approval o the Lessor. Page 47 Of 4 1"1....I�..t P' — A AP_9 E U) "I"'hat I hErve r-eviewed the terms of the Lease and Workforce Flousing :3 0 M Restrictions, and that I consider said terms fair and necessary to preserve the Worldorce Housing Urfit. 0 0 0 2! Signatory(Printed Name) Signatory (Printed Name) 0 0 0 Signatory(Signature) Signatory (Signature) 2 STATE OF 0 COUNTY OF .......... ... .......... ............ The foregoing instrurnent,l.,etter of Acknowledgment,was attested before me this day of 20 by and by j 0 as who is/are personally know.n to me or produced as proof ofidenfification.and did take an.oath. U) :3 0 Notary PuMic(Pint r Name and Notary No.) Notary Public Seal. Notary Puii.blic(Signature) to 0 0 E LL E Page 48 Of 48 M- A AP_A